Luke takes
a small device from his belt and starts to adjust it when suddenly
a large shadow falls over him from behind, followed by a monstrous
HOWL. Luke turns and looks up at an eleven foot high shape towering
over him.

LUKE
Son of a jumping...!!!

He grabs for
his pistol, but is HIT flat in the face by a huge, white claw, knocking
him into the snow, bloody and unconscious.

9. CLOSE-UP LUKE

Luke falls
unconscious into the snow. The terrified screams of the Tauntaun are
cut short by the horrible snap of a neck being broken.

10. EXT PLAIN OF HOTH - SLOPE - DAY

The WAMPA
ICE MONSTER grabs Luke by one ankle and drags him away.

11. EXT METEORITE CRATER - SNOW PLAIN - DAY

A WEIRD MECHANICAL
SOUND is heard over the whining of the wind. A strange PROBE ROBOT,
with several extended sensors, emerges from the smoke-shrouded crater.
The ominous robot FLOATS across the snow plain, and disappears into
the distance.

12. EXT ICE CAVES - REBEL BASE ENTRANCE - DAY

A stalwart
figure rides his Tauntaun up to the entrance of an enormous ice cave.

13. INT MAIN HANGAR DECK - REBEL BASE

Rebel troopers
are rushing about unloading supplies and otherwise securing their
new base. The rider swings rakishly off his lizard and pulls away
his goggles: HAN SOLO. He walks briskly into the main

hangar deck toward the MILLENNIUM FALCON, which is parked among several
fighters. Mechanics, R-2 units and various other droids hurry about.
Han stops at the Millennium Falcon. His Wookiee co-pilot is welding
on the back of a central lifter. Now he stops work and lifts his face
shield; CHEWIE growls a greeting to his boss.

HAN
Cold isn't the word for it, Chewie. I'll take a good fight any day
over all this hidin' and freezin'!... How you coming with those lifters?

The Wookiee
GRUMBLES a reply.

HAN
All right. I'll go report then I'll give you a hand with them. Soon
as those lifters are fixed, we're out of here.

Chewbacca
lets out with a joyful CHUCKLE and returns to his work as Han leaves.

14. INT COMMAND CENTER - ICE CAVE

A makeshift
command center has been set up in a blaster area of thick ice. The
low-ceilinged room is a beehive of activity. Controllers, troopers,
and droids move about setting up electronic equipment and monitoring
radar signals. GENERAL RIEEKAN straightens up from a console as Han
approaches.

RIEEKAN
Captain Solo. What's the situation?

HAN
There isn't a hint of life in the area. But all the perimeter markers
are set, so you'll know if anyone comes calling.

RIEEKAN
Good, and Commander Skywalker?

HAN
He's checking out a meteorite that hit near him. He'll be in soon.

RIEEKAN
(indicates radar screen)
With all the meteor activity in this system, it's going to be difficult
to spot approaching ships.

HAN
The Empire won't look for you out here. I'd say you're all set...
which means it's time for me to get going.

LEIA (OS)
You're leaving?

The two men
turn to see PRINCESS LEIA, dressed in a short white combat jacket
and pants. She is upset by Han's news. Her hair is braided and tied
across her head in a "30's" Nordic fashion...

HAN
That's right.

RIEEKAN
You're an extraordinary fighter. I hate to lose you.

HAN
Thank you, General. But there's a price on my head. If I don't pay
off Jabba the Hutt, I'm a walking dead man.

RIEEKAN
I understand. A death mark is not an easy thing to live with... Until
our paths cross again, may the force be with you.

Rieekan touches
Han and moves away. Han turns to Leia.

HAN
(with feeling)
I guess this is it, Your Highness.

Leia is angry.
Han sees she has no warmth to offer him. He shakes his head and adopts
a cooler tone.

HAN
Well, don't get all mushy on me. So long, Princess.

Han walks away. Leia stews a moment, then follows him.

15. INT ICE CORRIDOR - REBEL BASE - HOTH

Han strides
down a corridor carved from the ice. Leia follows quickly, agitated.
Behind them, unnoticed, an appendage of a Wampa Ice Monster suddenly
detaches from a seemingly solid section of ice wall.

LEIA
Han!

Han stops
in the quiet corridor and turns to face Leia.

HAN
Yes, Your Highness?

LEIA
You said you were going to stay. What happened?

HAN
That bounty hunter we ran into on Ord Mantell changed my mind.

LEIA
Does Luke know?

HAN
He'll know when he gets back... Don't give me that look. Every day
more bounty hunters are searching for me. If I don't pay off Jabba
soon, there'll be too many to stop... Remotes, Gank killers, and who
knows what else. I've got to get that price off my head while I still
have a head.

LEIA
Han, we need you here.

HAN
We?

LEIA
Yes.

HAN
Not you?

LEIA
(mystified)
Me? I don't know what you mean.

HAN
(shakes his head, fed-up)
You probably don't. How could you? You're so terrified of your own
emotions...

LEIA
And what are they, pray tell?

HAN
You want me to stay because of the way you feel about me.

LEIA
I respect you. You're a bold fighter, maybe not the brightest, but...

HAN
No, your worship.. That's not what I'm talking about.

Leia stares
at him, understands, then laughs.

LEIA
You're imagining things.

Han has had
it with this broad. He steps closer. Leia is almost against the wall.
Han puts a hand against the wall to cut off any retreat.

HAN
Am I? I say you came running after me because you were afraid I was
leaving you without even a kiss.

LEIA
I'd just as soon kiss a wookiee.
HAN
There's no accounting for taste. Believe me, you could use a good
kiss.
(warming to the subject)
You've spent so much time doing your duty and giving orders you've
never learned how to be a woman. It's a shame, because you've got
all the makings for one. I could have helped you plenty in that department...
if you'd have let go for a minute. But it's too late now, sweetheart.
Your big opportunity is flying out of here.

LEIA
We are fighting for a cause much...

HAN
Spare me please! Don't tell me about the Rebellion again. I've had
it with your noble mission. All you let yourself think about is the
Rebellion. The result is you're as cold as this planet.

LEIA
You have all the breeding of a Bantha, but not as much class... Enjoy
your trip, hot shot!

Leia walks
away.

16. EXT ICE PLAIN OF HOTH - DAY

Track with
the sinister, probe robot as it moves across the vast frozen wilderness.
One of its extended sensors detects something and the robot stops,
turns and heads off in another direction, at high speed.

17. EXT MOUND OF SNOW - ICE PLAIN - HOTH - DAY

The robot
stops before a large mound of snow about twenty feet long and six
feet high. It circles the mound, then shoots a thin laser bolt at
the snow drift.

18. CLOSE-UP
MOUND OF SNOW

The mound
shakes a little bit and two large eyes appear at one end, staring
directly at the robot. A primeval BELLOW issues forth from the mound.

19. EXT MOUND OF SNOW - ICE PLAIN - HOTH - DAY

The robot
backs off a few feet, then blasts the mound with a heavy laser bolt
that disintegrates the snow-covered creature in a cloud of smoke and
flame.

20. EXT ICE PLAIN - HOTH - DAY

The evil robot
moves off toward the horizon.

21. EXT ICE GORGE - HOTH - DUSK

The jagged
face of a huge ice wall sits gloomily in the dim twilight of a Hoth
day. Luke hangs spreadeagle upside down, ankles tied by hide thongs
to ice stalactites, his extended arms within a meter of the snow floor.
His face is covered in dried frozen blood on one side. He opens his
eyes as a chilling MOAN of the hideous ice creature echoes off the
gorge walls.

22. EXT ICE GORGE - MED SHOT LUKE - DUSK

Luke pulls
himself up, grabs hold of his ankles, and futilely tries to unfasten
the thongs. Exhausted, he drops back into the hanging position.

LUKE
(to himself)
Relax. Relax.

Luke spies
his laser sword lying near a pile of his discarded gear about three
feet out of reach. Reverberating through the gorge, the growling and
crunching sounds of the approaching ice monster can be heard. Luke
desperately strains for his sword. Quietly, almost a whisper, Luke
hears old BEN'S CALM VOICE.

Just as the
ice monster looms over Luke, the light saber suddenly jumps three
feet into Luke's hand. The young warrior instantly ignites the sword,
swings up and cuts both of his bindings. He drops to the snow in a
heap. The startled ice monster moves back, his giant yellow eyes blinking.
The most that can be discerned of the creature is a shape, and those
two perplexed eyes. Luke scrambles to his feet. He swings his light
saber and the monster screams in pain.

23. EXT ENTRANCE TO ICE GORGE - HOTH - DUSK

Luke staggers
out of the gorge and stumbles down a snow bank.

24. INT MAIN HANGAR DECK - MILLENNIUM FALCON - DUSK

The hangar
is full of activity. We hear a familiar stream of beeps and whistles
a moment before catching sight of ARTOO and THREEPIO, who appear from
a corridor and move along an ice wall toward the Millennium Falcon.
Behind them, in the ice, two large yellow eyes blink open.

THREEPIO
It is not my fault, you malfunctioning twerp. I merely commented that
it was freezing in her chamber. But it's supposed to be freezing.
I did not ask you to turn on the thermal heater. I don't know how
we'll get all her things dried out... Ah. Here we are.

The two robots
stop at Han Solo's space freighter. Han and Chewie are still struggling
with their central lifters.

THREEPIO
Captain Solo, sir. Might I have a word with you?

HAN
What is it?

THREEPIO
Mistress Leia has been trying to reach you on the communicator, but
either you have it turned off, or it is malfunctioning... if it's
damaged, Artoo, could fix it, if you like.

HAN
I shut it off. What's her royal holiness want?

THREEPIO
She is looking for Master Luke, and assumed he would be here with
you. No one seems to know...

Han glances
at the fading light at the entrance of the ice cave as night slowly
begins to fall on the planet.

The Deck Sergeant
and several Troopers inspect the mangled remains of three dead Tauntauns.
Some of the hardware nearby has also been brutally pulled out of shape.
Several surviving Tauntauns shuffle nervously nearby. Outside the
light is slowly fading.

The Deck Sergeant
nods, then notices Han running up and steps out of the group to meet
him.

DECK SERGEANT
Commander Skywalker hasn't come through the south entrance, sir. Maybe
he slipped by without checking in.

HAN
Not likely! Where are the speeders?

DECK SERGEANT
We haven't got them adapted to this cold yet...

HAN
We'll have to go out on Tauntauns.

DECK SERGEANT
The temperature is dropping too fast.

HAN
You bet it is... and Luke's out in it.

Han pushes
through the troops and mounts a snow lizard. Huge monster feet move
into the shadows of one of the X wing bays.

DECK SERGEANT
The night storms will start before you can reach the first marker.

HAN
Then I'll see you in Hell.

26. EXT SNOW CAVE ENTRANCE - REBEL BASE - DUSK

The small, lone figure riding a snow lizard races off into the hostile
vastness of snow and cold. The slightest hint of wind blows up the
snow behind the Tauntaun.

27. EXT PLAIN OF HOTH - DUSK

The dark,
evil probe robot moves across the frozen floor of the Hoth plain.
The wind is beginning to pick up, and snow starts to cake on the front
of the robot. It stops, hovers, then drops to the ground. Several
probes emerge from its metal hull and a dome shaped force field around
the robot begins to glow. Eventually, the force field becomes a solid
shape and is quickly covered with the blowing snow.

28. EXT PLAIN
OF HOTH - DUSK

Han rides
across the plain on his Tauntaun.

29. EXT PLAIN OF HOTH - CLOSE-UP HAN - DUSK

He reigns
his mount to a stop, looks around and listens. It's almost as if he
hears something. He turns and looks in one direction, then spurs his
lizard in that direction.

30. EXT PLAIN OF HOTH - DUSK

Han rides
off across the plain on his Tauntaun.

31. EXT SNOW DRIFT - HOTH - DUSK

The wind is
blowing quite strong now. Luke struggles to stay upright, but a blast
of freezing snow knocks him over. He struggles to get up, but can't.
The young warrior from Tatooine drags himself a couple of feet and
then collapses.

LUKE
I can't...

BEN
You must. Luke, look at me!

Luke looks
up and sees old BEN KENOBI standing not ten feet away. Luke strains
to lift himself up. He is speechless.

BEN
You must survive, Luke.

LUKE
I'm cold... so cold...

BEN
You must go to the Dagobah System... There you will learn from one
who taught me: Yoda, the Jedi Master.

LUKE
(reaches out weakly)
Ben... Ben...

BEN
Luke... you are the only hope.

The image of Ben fades, revealing a lone rider on a Tauntaun in the
windswept horizon.

LUKE
Ben!?

Luke drops
into unconsciousness.

32. EXT SNOW DRIFT - HOTH - DUSK

Han pulls
up, leaps off his lizard. He goes to his snow-covered friend and cradles
him in his arms. Han's Tauntaun lets out a low, pitiful bellow. There
is real fear in Han's face as he shakes Luke.

Han glances
over toward his Tauntaun with concern as he starts to lift Luke.

HAN
(to Luke)
We've got to get you out of here before our transportation freezes.

33. EXT SNOW DRIFT BY TAUNTAUN - HOTH - DUSK

Han has carried
Luke almost to the lizard when the Tauntaun dies with a moan. Han
checks the lizard.

HAN
Blast! Deader than a Triton moon. We haven't got much time.

Han ignites Luke's light saber and cuts the beast from head to toe.
He quickly shovels the steaming innards of the beast into the snow.
Then he lifts Luke's inert form and stuffs him inside the carcass.

HAN
I know this doesn't smell so good, Luke, but it'll keep you from freezing.
I'm sure this Tauntaun wouldn't hesitate if it were the other way
around.
(Han gets an awful whiff of the insides) Whew! It's just as well you're
out, pal.

Han starts
pulling things out of a pack on the dead lizard's back.

HAN
(into com-link)
Base one, do you copy?... This com-link is useless.

The wind has
picked up considerably and Han is beginning to find it difficult to
move. He struggles with the shelter container, opens it and starts
constructing it.

HAN
If I don't get this shelter up fast, Jabba the Hutt won't need those
bounty hunters.

34. SNOW DRIFT - HOTH - DUSK

A veil of
icy snow flows across the snow drift obscuring the doomed warriors.

35. INT MAIN HANGAR DECK - ENTRANCE - NIGHT

Princess Leia
and her two robots stand before the dark entrance to the rebel base,
waiting for a sign of the two rebel heroes. Leia shivers as the cold
wind blows in on her. Artoo beeps a mournful tone. Chewie is sitting
nearby with his head in his hands.

THREEPIO
Artoo can pick up no signals, although he feels his range is probably
too limited to give up hope.

Leia nods an acknowledgement, but she is lost in thought that is only
broken when General Rieekan approaches.

RIEEKAN
Nothing more can be done tonight. The shield doors must be closed.
I can't wait any longer. I'm sorry.

LEIA
(resigned)
I understand.

Chewie lets
out a long, mournful howl, somewhat like a coyote.

RIEEKAN
The speeders should be ready in the morning. They'll make the search
easier.

LEIA
Is there any chance of them surviving out there?

RIEEKAN
Slim, but yes, there's a chance. They have a shelter. It's not much,
but...

Leia stands
praying to herself as the huge metal doors slam across the entrance
of the ice cave. The loud BOOMS echo through the huge cavern. Chewie
lets out another howl.

36. EXT ICE PLAIN - HOTH - DAWN

The huge dim
sun of Hoth crawls lazily over the horizon in the North as a spurt
of snow shoots skyward revealing the dark probe robot. The sinister
object pulls in several of its extended arms, hovers for a few moments,
then starts off across the bleak Hoth plain.

37. EXT SNOWDRIFT
- HOTH - DAY

A small, snub-nosed,
armored landspeeder races across the white landscape.

38. INT ARMORED SNOWSPEEDER - HOTH SNOWDRIFTS - DAY

There is only
one PILOT, ZEV, in the enclosed two-man craft. He concentrates on
the scopes which ring his cockpit. A low beep can be heard.

ZEV
(excited)
I've got something! Not much but it could be a life form FTC 2321
by TRX 1173. I'm closing in...

39. EXT ARMORED SNOWSPEEDER - HOTH SNOWDRIFTS - DAY

The small
craft banks and makes a slow arc racing off in a new direction.

40. INT ARMORED SNOWSPEEDER - HOTH SNOWDRIFTS - DAY

The pilot
switches over to a new transmitter.

ZEV
This is S-122 calling Captain Solo, Commander Skywalker. Do you copy?
This is S-122...

There is a
sharp crackle of static then a faint voice.

HAN (OS)
(filtered)
Nice of you guys to drop by. Hope we didn't get you up too early.

ZEV
(switching transmitters)
Base One, I found them, Repeat, I found them...

41. EXT SNOWDRIFT - HOTH - DAY

The small
shelter is covered with snow on the windward side. Han has made a
makeshift antenna which rests gingerly on top of the snowdrift. The
small armored speeder can be seen approaching in the distance as Han
waves frantically in the foreground.

42. INT MEDICAL
CENTER - REBEL BASE

Strange ROBOT
SURGEONS adjust a mass of electronic equipment. A switch is thrown
and a sudden blinding flash obscures Luke in a chamber filled with
a thick, gelatinous red slime. Luke begins to thrash about, raving
in his delirium.

43. INT MEDICAL CENTER OBSERVATION ROOM - REBEL BASE

Leia, Threepio,
and Chewbacca are watching from a glassed-off room next door, where
Han is resting on a cushioned medical table. They can hear the mechanical
surgeons working and Luke's ravings on a speaker in the room.

TOO-ONEBEE
He had gone into dormo-shock, almost hibernation. But he's responding
to the Bacta. We'll bring him through.

Leia breathes a sigh of relief. Chewie lets out a long GRUNT of approval.

LEIA
Now all we've got to worry about is what attacked him.

HAN
No kidding. If this snowball's got nasty natives, they could be anywhere.

Chewie WHINES,
looks around.

HAN
That's right, Chewie, inside the base.

44. INT CORRIDOR - REBEL BASE

The drip,
drip, drip of melting ice echoes throughout the long eerie corridor.
A trooper walks by, followed at a short distance by Artoo, who rolls
along whistling to himself. Behind him, a Wampa Ice Monster suddenly
appears from out of the wall and begins following the little droid.
Up ahead Artoo sees several troopers begin to act rather strangely,
pointing at him and yelling. This puzzles Artoo, and he stops for
a moment to figure it out. Far in the distance, alarms begin to go
off.

Artoo comes
to a conclusion, spins his head around and sees the Ice Monster staring
down at him. The droid lets out a screech and races down the hall
at full tilt ahead of the advancing monster.

A small troop
of soldiers has gathered at the end of the hallway with weapons. Artoo
races through the armed gathering as the creature screams and charges
the troopers, laser bolts exploding around him. Artoo peeks from around
a corner in time to see several troopers hurled against the walls
like rag dolls. Two soldiers fire a laser bazooka at the monster and
it is obscured by an enormous explosion.

The smoke
clears. The silence is spooky. The Ice Monster stands seemingly dumbstruck.
Artoo gives a short, worried beep. The creature topples over in a
dead heap. A cheer goes up from Artoo and the troopers as they converge
to inspect the fallen creature. A young CORPORAL pulls his com-link
off his belt and speaks into it.

CORPORAL
We got it, sir, but there may be more.

45. INT COMMAND CENTER - REBEL BASE

Alarms buzz
softly in the background. The entire command center is on full alert.
General Rieekan is conferring with the HEAD CONTROLLER as Han and
Leia enter the room. Threepio and Chewie follow.

LEIA
Have they analyzed the one that was killed?

RIEEKAN
Not yet. They're working on it now.

Another alarm
goes off at a console behind them and the SENSOR CONTROLLER at that
spot calls across the room.

SENSOR CONTROLLER
General!

Rieekan leaves
the group as they continue...

HEAD CONTROLLER
It won't be long before our sensors will be able to track them.

THREEPIO
It figures Artoo would be in the middle of this.

HAN
It's going to be a little tricky around here until we know where they're
coming form.

46. INT COMMAND CENTER BY CONSOLE - REBEL BASE

Rieekan looks
up grimly from the console in the background. He calls over to Leia
and Han.

Threepio steps
up to the control panel and listens to the strange signal intensely.

THREEPIO
I must say, sir, I'm fluent in over six million forms of communication,
but this is something new... must be in code or...

A new VOICE
comes over the com-link.

TROOPER VOICE
This is station five and we have your object on our scopes... It's
just over the ridge, we should have visual contact in about... What
the?... Oh no!

The transmission
ends in static.

HAN
Whatever it is, it isn't friendly. I'm going to have a look. Come
on, Chewie.

RIEEKAN
Wait. I'll send a patrol with you.

HAN
(over his shoulder)
Fine. But they'll have to take care of themselves.

47. EXT SNOW
PLAIN - OVER REBEL BASE - HOTH - DAY

The dark probe
robot moves past the smoldering ruins of the station fire and down
a ridge toward the rebel base.

48. EXT SNOW PLAIN - SPEEDER - OVER REBEL BASE - HOTH - DAY

The robot
stops when it sees in the distance a tiny speeder racing toward it
followed by several other speeders. A large antenna projects skyward
from the robot's top and it begins to send out a PIERCING SIGNAL.

49. EXT SNOW DUNE - SPEEDER - HOTH - DAY

The speeder
disappears behind a snow dune.

50. EXT SNOW PLAIN - OVER REBEL BASE - HOTH - DAY

The sinister
robot continues to send out its high pitched signal while frantically
searching the landscape for the rebel speeders.

51. EXT SNOW PLAIN - OVER REBEL BASE - HOTH - DAY

Shortly, Chewbacca
pops his head over a snow bank not thirty feet away. The robot swings
around, its deadly ray ready to fire. But before it can get a shot
off, it is hit from behind by a laser bolt, and explodes in a million
pieces.

52. EXT SNOW PLAIN - OVER REBEL BASE - HOTH - DAY

Han Solo rises
from the direction of the deadly bolt and walks over to the spot where
the robot was a moment before, taking out his com-link.

53. INT COMMAND CENTER - REBEL BASE

Princess Leia
and Rieekan listen to Han on the com-link.

HAN (OS)
(filtered)
... I'm afraid there's not much left.

LEIA
What was it?

HAN (OS)
(filtered)
Droid of some kind. I didn't hit it that hard. It must have had a
self-destruct...

LEIA
An Imperial probe droid.

HAN (OS)
(filtered)
Now don't panic. We don't know that.

RIEEKAN
But, we don't know it wasn't.

54. SPACE - IMPERIAL FLEET

Darth Vader's
Star Destroyer, larger and stranger than the five Imperial Star Destroyers
that surround it, sits in the vastness of space. The six huge ships
are surrounded by a convoy of smaller spacecraft. Tie fighters dart
to and fro.

55. INT BRIDGE - MAIN CONTROL DECK - VADER'S STAR DESTROYER

Controllers
working the vast complex of electronic controls hear ominous, approaching
footsteps and look up from their controls. The squat, evil-looking
ADMIRAL OZZEL and the young, powerfully-built GENERAL VEERS, who have
been conferring near the front, also feel the approaching presence
and turn that way. DARTH VADER, Lord of the Sith, enters like a chill
wind. As he moves across the wide bridge, CAPTAIN PIETT hurries up
to Ozzel.

PIETT
I think we've found them, Admiral.

OZZEL
Are you sure, Captain?

PIETT
Well, the report we have is only a fragment, from a probe droid in
the Hoth System, but it's the best lead we've had in...

OZZEL
(angry)
We have millions of probe droids searching the galaxy... I want proof,
not leads. I don't intend to continue to chase around from one side...

VADER
(looming over the group)
The Hoth System?

PIETT
Yes, Sir... we have visuals... the System is supposed to be devoid
of human forms...

On a large
screen, an image of the rebel snow base appears surrounded by complicated
computer readouts. The rebel speeders can be seen approaching in the
distance. Vader studies the image.

VADER
That's it. That's the one.

OZZEL
My Lord, how do you know it's them? There are so many uncharted settlements.
It could be smugglers...

VADER
I know. And I know young Skywalker is with them. Bring in the patrol
ships, Admiral, and set your course for the Hoth System. General Veers
prepare your men...

56. INT ICE CORRIDOR - REBEL BASE - HOTH

Artoo and
Threepio are moving by a steel door on which an X had been painted.
From behind it come intermittent THUMPS and ROARS.

THREEPIO
... It seems the snow creatures are attracted to a high-pitched whistle.
That's how they're being drawn to this trap.

Artoo WHISTLES
his understanding as he stands before the door. Immediately the THUMPING
on the door picks up. Artoo beeps a question.

THREEPIO
See your whistles upset them. No, I told you they can't get out! Now
will you hurry up? I don't know why I bother...

Threepio moves
around a corner. Artoo stares at the door another moment, then proceeds
to tell the Ice Monsters off in a burst of beeps and whistles. The
THUMPING picks up as Artoo moves casually away.

57. INT MEDICAL CENTER - REBEL BASE

Luke is out
of the chamber, lying on the bed previously occupied by Han. Leia
is at his side. She brushes the hair out of his eyes and runs her
fingers along the scar on his face.

LEIA
The Bacta are growing well. The scars should be gone in a day or so.
Does it still hurt?

LUKE
I'm fine. Really. Leia... when I was out there and it looked pretty
bad... well, it made me think about things.

LEIA
Me too. I was afraid.

Their eyes
meet. Luke touches her cheek with his hand.

LUKE
I don't really know how to say this... I never have before... Leia,
you know how I feel about you...

She does and
it's confusing. Their lips are very close. About to kiss. The door
opens noisily and Threepio enters with Artoo. Leia pulls back, startled.
Luke realizes the moment has been lost. His mind races for a way to
regain it as Leia takes on her more formal manner. The droids are
a bothersome distraction; Luke's concentration is on Leia. Artoo beeps
a cheerful greeting.

THREEPIO
Master Luke, it's so good to see you functional again.

LUKE
Thanks, Threepio. Leia...

Artoo beeps
and whistles.

THREEPIO
Artoo expresses his relief also.

LUKE
Good. Thanks, Artoo.

LEIA
(about to leave)
You rest now.

THREEPIO
So much has happened during the period of your indisposition, sir.

LEIA
I'll be back later.

LUKE
(anxious to keep her)
Leia... What would you think if I went away for a while?

LEIA
What did you say?!

Leia's reaction
is so much bigger and more vociferous than Luke expected, it starts
what is to become a growing snowball of confusion for him.

LEIA
Where are you going?

LUKE
I have this... feeling. I'm not sure, really...

LEIA
That's just great. Why doesn't everyone just take off?

LUKE
What are you talking about?

LEIA
First Han, now you. When am I going to learn not to count on anyone
but myself?...

LUKE
Han's leaving?

LEIA
... I was getting along just fine before I met you two moon jockeys.

LUKE
Calm down, will ya? Tell me about Han.

LEIA
He wants to pay off that criminal he's in hock to.

LUKE
Jabba the Hutt?

LEIA
(back to her tirade)
I could get more loyalty if I went down the hall and recruited some
of those snow creatures.

LUKE
Snow creatures... they're here?!

THREEPIO
Yes, sir. But they're being trapped quite cleverly.

Artoo beeps
and whistles proudly.

THREEPIO
(to Artoo)
What do you mean, you took care of that? I would hardly call your
part in that matter great...

Luke's head
is spinning as Han and Chewie make a vigorous entrance. The Wookiee
GROWLS a greeting.

HAN
Hi kid, you look strong enough to wrestle a Gundark.

LUKE
Thanks to you.

HAN
That's two you owe me, junior.

Han turns to Leia with a big, devilish grin.

HAN
Well, your worship, it looks like you arranged to keep me close by
for a while longer.

LEIA
I had nothing to do with it. General Rieekan thinks it's dangerous
for any ships to leave the system until we know where that probe came
from.

LUKE
Probe? What probe?

HAN
That makes a good story. But I think you just can't bear to let me
out of your sight.

LEIA
I don't know where you get your delusions, laser brains.

Chewie is
amused; he LAUGHS in his manner. Han is enjoying this. He regards
Chewie good-humoredly.

HAN
Laugh it up, fuzz ball. You didn't see her alone with me in the south
passage.

Luke sparks
to this; he looks at Leia.

LEIA
(to Luke)
I don't know what he's talking about.

HAN
Ooops! I guess you haven't told Luke about that yet.

LUKE
About what?

HAN
Now don't get the wrong idea, pal. She was just trying to express
her true feelings for me.

LEIA
(to Han)
You must have gone completely out of your feeble mind.

HAN
Come on, your highness, are you telling me you haven't been thinking
about that kiss?

HAN
Who's scruffy-looking?
(a big grin)
I tell ya' sweetheart, I must've hit pretty close to the mark to get
you hoppin' like this. Doesn't it look that way to you, Luke?

LUKE
(staring at Leia)
Yeah... it does... kind of.

Leia looks
vulnerable for a moment, then the mask again, focusing on Luke.

LEIA
Oh it does, does it? Well, I guess you don't understand everything
about women yet... do you, sonny?

With that
Leia leans over and kisses Luke on the lips. Then she stands and walks
out. Everyone is dumbstruck. The door closes behind Leia and they
all look at each other in silence.

In the distance,
the muffled sound of an alarm is heard.

58. SPACE - IMPERIAL FLEET

Six huge star
destroyers rest in the Hoth System.

59. INT STAR
DESTROYER - VADER'S CHAMBER

A dark cubicle
is illuminated by a single shaft of light from above. The brooding
Dark Lord sits on a raised meditation cube. General Veers enters the
room and approaches Vader. Vader doesn't move. Veers, although seemingly
very sure of himself, is still not bold enough to interrupt the meditating
Lord. The young general stands quietly at attention until the evil
presence speaks.

VADER
What is it, Veers?

VEERS
My Lord, the fleet has moved out of light speed. Com-Scan has detected
an energy field protecting an area on the sixth planet in the Hoth
System. The field is strong enough to deflect any bombardment.

VADER
(angry)
The rebel scum is alerted to our presence. I told Admiral Ozzel not
to go out of light speed so close to the system.

VEERS
He felt surprise was a wiser...

VADER
He's as clumsy as he is stupid. A clean bombardment is impossible
with that energy shield up. Prepare your troops for a surface attack.

Veers turns
smartly and leaves as Vader activates a large view-screen showing
the bridge of the mighty space cruiser. Admiral Ozzel appears, with
Captain Piett in the background.

OZZEL
Lord Vader, the fleet has moved out of light...

VADER
Captain Piett!

The Captain
steps forward, as the Admiral moves away slightly confused, touching
his throat as it begins to constrict.

PIETT
Yes, My Lord.

VADER
Make ready to land General Veers' assault troops on the surface. Then
deploy the fleet so that nothing can get off that system. You're in
command now, Admiral Piett.

Piett is as
pleased as he is surprised. Admiral Ozzel has been struggling to breathe
in the background and now with a final choke, he dies.

60. INT MAIN HANGAR DECK - REBEL BASE

Alarms sound.
Troops, ground crews and droids rush to their alert stations. Armored
landspeeders are lined up in attack formation near the main entrance.
Leia is briefing a group of pilots gathered in the center of the hangar.
Beyond them Han can be seen doing some frantic welding on the lifters
of the Millennium Falcon.

LEIA
... the large transport ships will leave as soon as they've loaded.
Only two fighter escorts per ship. The energy shield can only be opened
for a split second at a time, so you'll have to stay very close to
the transports.

PILOT
What about those Imperial ships out there?

LEIA
The ion cannon will fire two blasts which will destroy any enemy ships
in your flight path. Then proceed to the rendezvous point. Good luck.

The pilots
hurry away.

61. INT MAIN HANGAR DECK - MILLENNIUM FALCON - REBEL BASE

Han finishes
his work and hops down to the hangar floor. He pulls out his com-link,
all the time eyeing the lifters.

HAN
(into com-link)
All right, Chewie, give it a try.

Leia passes,
giving Han a dirty look. A mechanism on the pirate's ship makes a
noise and the lifters begin to rise. Suddenly there is a malfunction
and the right lifter breaks partially loose, swinging down with a
crash. Han winces. Leia, across the hangar, turns at the sound and
shoots Han a "What a screw-up!" look, then goes out.

HAN
(into com-link)
Hold it, Chewie.

62. INT COMMAND CENTER - REBEL BASE - HOTH

The command
center is quiet but tense, a marked contrast to the rushing about
on the hangar deck. Only the buzz of complicated electronic equipment
overrides the silence. General Rieekan watches over the shoulder of
a RADARMAN as hundreds of small dots dance across a scope readout.
Leia joins him.

RADARMAN
Imperial assault craft have landed on the far side.

RIEEKAN
If they reach the power generators, that will be the end of our energy
shield.

LEIA
We must hold them off until all our ships are safely away.

CONTROLLER
The first transport is ready... Stand by to fire the ion cannon.

63. EXT IMPERIAL STAR DESTROYER - SPACE

FULL SHOT
- A huge Imperial Star Destroyer rests against a sea of stars with
the white surface of the planet Hoth far below in the left part of
the frame.

64. INT IMPERIAL STAR DESTROYER NO. 1 BRIDGE

FULL SHOT
- Interior Imperial Star Destroyer. Out window stars and the white
planet on the left side of the frame.

CONTROLLER
Sir... rebel ship coming into our sector.

CAPTAIN
Good, our first catch of the day. Close in...

65. COMMAND CENTER - REBEL BASE

The long line
of rebel controllers are tense, as are Princess Leia and General Rieekan,
although they try not to show it. R-2 scoots by in the background
followed by Threepio; they leave the room.

CONTROLLER
Our transport is approaching the shield.

RADARMAN
Open the shield and fire.

66. EXT ION CANNON - REBEL BASE ICE COVE

FULL SHOT
- Giant ball-shaped ion cannon as it rotates into position and blasts
two red energy beams skyward.

67. SPACE - HOTH REBEL TRANSPORT

FULL SHOT
- SPACE - The planet Hoth covers two-thirds of the frame, left and
lower. A medium rebel transport races away from the planet, followed
by the two red energy beams. All race over camera.

68. SPACE - IMPERIAL STAR DESTROYER - REBEL TRANSPORT

FULL SHOT
TRUCKING as the rebel transport races over the camera toward the waiting
Imperial Star Destroyer, followed, then overtaken by the two red energy
bolts. The Imperial Star Destroyer is hit in the conning tower by
the bolts, causing great explosions.

69. SPACE - IMPERIAL STAR DESTROYER - REBEL TRANSPORT

FULL SHOT
- Imperial Star Destroyer as a series of explosions rock the ship
causing it to veer, then spin wildly out of control. SIDE VIEW of
Star Destroyer right to left as it careens into deep space, and the
rebel transport moves across the screen left to right. PAN with the
rebel ship as it races away to safety.

70. MAIN HANGAR
DECK - REBEL BASE - HOTH

Pilots, gunners
and R-2 units hurry about. Luke, pulling on his heavy weather gear,
is headed toward a row of armored speeders. He stops at the back of
the Millennium Falcon, where Han and Chewie are trying to repair the
right lifter with even more haste than before. Luke speaks up to them.

LUKE
Looks like this'll be it for awhile. Chewie, take care of yourself...
and watch over this guy, will ya.

Chewie BARKS
a farewell and returns to his work. Han and Luke exchange warm looks.

LUKE
I hope you make your peace with Jabba.

HAN
Don't worry. You haven't seen the last of us.

Han swings
down by one arm like a monkey and clasps Luke's hand. They hold for
a long moment, then break. Luke nods and moves away. Han watches him
go.

HAN
Give 'em hell, kid.

He goes back
to work. Everyone cheers at the announcement which echoes through
the hangar.

ANNOUNCER
(OVER PA)
First transport is clear and away.

Luke hurries
up to his landspeeder. His gunner, DACK, a fresh-faced, eager kid,
is glad to see him. They climb in.

DACK
Are you feeling all right, sir?

LUKE
Like new, Dack. How 'bout you? Ready to try some real fighting?

DACK
Yes, sir! Right now I feel like I could take on the whole Empire myself.
You know what I mean, Commander?

LUKE
(quietly, strapping in)
Yeah, I know... I know.

Leia's voice
comes over the PA system.

LEIA (OVER PA)
Speeder pilots... Your fighters are being towed to the south slope.
They should be safe there. You'll get a signal when the evacuation
is complete.

71. ICE CORRIDOR - REBEL BASE - HOTH

Threepio and
Artoo stand in the middle of the corridor as troops and aides rush
past them.

THREEPIO
Why is it when things seem to get settled, everything falls apart.
Well, I guess it's goodbye then... Take good care of Master Luke...
and take good care of yourself, too. Until we meet again...

Artoo replies
with a whistle and a toot, turns and speeds down the hallway. Threepio
waves, then turns and moves off in the opposite direction.

72. EXT ICE CAVE (MATTE)

With gun tower
in the foreground, men rush about getting ready for the battle. The
giant gun swings around pointing to camera slightly left to right.

73. EXT ICE PLAIN - SNOW TRENCH - HOTH

MED SHOT -
Rebel troops carry heavy bazooka-type weapons into position along
a snow trench. Men rush about as officers yell orders and brace themselves
against the rhythmic gusts of wind.

74. EXT ICE PLAIN - GUN TOWERS

MED SHOT -
Rebel troops load power packs into a gun turret and swing its guns
into position.

75. EXT ICE PLAIN - POWER GENERATORS - GUN TOWERS

MED SHOT -
Rebel troops move a dish-like ray gun into position. The huge power
generator can be seen in background against the ice cliffs.

76. EXT ICE
PLAIN - POWER GENERATORS - GUN TOWERS

MED SHOT of
generator, as men scurry about in the foreground carrying equipment.
The loud buzz and popping of the generator is deafening. Long fingers
of energy fly off the huge cores every so often. One trooper moves
into the foreground as he hears something but can't quite make out
what it is.

77. EXT ICE PLAIN - POWER GENERATORS - GUN TOWERS

MED CLOSE-UP
- An officer in the trench hears the sound also. He turns toward the
ice plain horizon. All work stops as the men listen to the distant,
thump, thump, thump sound. The officer squints to see something.

78. EXT ICE PLAIN - HOTH - POV

WIDE SHOT
- A thin horizon line cuts across the bleak landscape. Small dot-sized
objects begin to appear on the horizon: the wind begins to pick up.

79. EXT ICE PLAIN - HOTH

EXTREME CLOSE-UP
- The giant foot of an Imperial snow walker crashes thru frame, kicking
up snow and ice. It rises out of frame.

80. EXT ICE PLAIN POWER GENERATOR - GUN TOWERS

MED SHOT -
The rebel officer lifts a pair of electrobinoculars to his eyes.

81. EXT ICE PLAIN - HOTH - POV

ELECTRO-BINOCULAR
POV of very close view on a giant walker, the view ZOOMS back to reveal
a full shot of three approaching walkers. Small flashes appear around
the guns of the lumbering monsters.

82. EXT ICE PLAINS - POWER GENERATORS - GUN TOWERS

MED SHOT -
The officer drops his binoculars as the regular rhythmic pounding
begins to vibrate the ground. It grows louder, with a high-pitched,
metallic rattling. He speaks into a com-link.

LIEUTENANT
Incoming! Open up... they're point 03, Commander Skywalker

LUKE
We're on our way.

The ice and
snow explode around the officer and his men.

83. EXT ICE PLAIN - POWER GENERATORS - GUN TOWERS

MED SIDE ANGLE
- The rebel troops aim their weapons at the horizon as explosions
erupt all around them. They are nervous, and tighten their weapons
from the cold or fear. Behind the troops a dozen speeders race screen
left to right.

84. EXT ICE PLAIN - BATTLEFIELD - HOTH

MED FULL SHOT
- Four speeders race over camera at full throttle. Slight left to
right angle.

85. EXT ICE PLAIN - BATTLEFIELD - HOTH

HIGH ANGLE
- Trucking with speeders as they accelerate away from camera toward
the distant walkers.

86. EXT ICE PLAIN - BATTLEFIELD - HOTH

MED CLOSE-UP
- Walker head fires at speeders. Second walker in background. Moving
right to left.

87. EXT ICE PLAIN - BATTLEFIELD - HOTH

MED FULL SHOT
- Two speeders going left to right across ice plain. The one in the
foreground explodes in a ball of flames. Camera trucking with ships.

88. INT LUKE'S SNOWSPEEDER - ROGUE LEADER

INT SPEEDER
OVER-SHOULDER - Pilot (Luke) works his controls as he fires at the
approaching walkers. The monstrous machines fire back, shaking the
speeder in a hail of flack.

89. EXT ICE
PLAIN - BATTLEFIELD - HOTH

MED SHOT -
Side view looking forward along head of walker as two speeders race
toward it, split and fly past. One speeder on the far side of the
head, the other to camera.

90. EXT ICE PLAIN - BATTLEFIELD - HOTH

FULL SHOT
- Two speeders going away, race over camera past walker and bank to
the right. Camera trucks in at slower speed toward flank of walker
during shot.

91. INT LUKE'S SNOWSPEEDER - ROGUE LEADER

INT PILOT
POV - Speeder cockpit. Speeder turns, approaching walker number one,
and flys through the legs of the monstrous machine. The horizon twists
as the speeder banks through the legs. Second walker in background.

LUKE
Rogue Leader to Rogue Three.

WEDGE
Copy, Rogue Leader.

92. INT LUKE'S SNOW SPEEDER - ROGUE LEADER

CLOSE-UP LUKE
- Looking back to the speeder cockpit. The horizon twists and shakes
behind Luke's head as he swings the tiny craft around for another
run.

LUKE
Wedge, split your squad into pairs...

93. EXT ICE PLAIN - BATTLEFIELD - HOTH

FULL SHOT
- Pan through foreground legs of walker as speeder banks and turns
away. Two other speeders pass the first speeder going in the opposite
direction.

94. EXT ICE PLAIN - BATTLEFIELD - HOTH

MED FULL SHOT
- Three walkers marching right to left firing all cannons.

95. INT LUKE'S
SNOWSPEEDER - ROGUE LEADER

CLOSE-UP LUKE
- Luke speeds towards approaching snow walkers.

96. INT WALKER NO. 3 COCKPIT

Two pilots
watch the distant gun emplacements as they maneuver their war machine
forward.

PILOT
On the right!

Luke's speeder
banks in from the side and heads straight for the viewport, blasting
away. A huge explosion hits the window and dissipates. The speeder
roars over the window.

97. EXT ICE PLAIN - BATTLEFIELD - HOTH

FULL SHOT
- Moving across the top of the walker as Luke's speeder skims across
it. Trucking with the speeder then it flys overhead.

SIDE VIEW
CLOSE-UP LUKE - On the horizon a walker moves up past the cockpit
window twisting as Luke banks and starts another run.

LUKE
Rogue Group use your harpoons and tow cables. Go for the legs. It's
our only hope of stopping them. Hobbie, are you still with me?

101. INT HOBBIE'S
SNOWSPEEDER - ROGUE FOUR

CLOSE-UP FRONT
HOBBIE as the horizon twists then rights itself in the background.
Hobbie, a tanned-skin vet of many battles, expertly works his controls.

HOBBIE
Yes, sir.

LUKE (VO)
Well stick close now.

102. EXT ICE PLAIN - BATTLEFIELD - HOTH

FULL OVERHEAD
TRUCKING - Luke's speeder races into the frame from the left in full
bank, then straightens out. Hobbie's ship comes in from the left and
moves in next to Luke's ship in a tight formation. They bank in unison
and drop closer to the ice surface.

103. INT LUKE'S SNOWSPEEDER - ROGUE LEADER

SIDE CLOSE-UP
DACK - Struggles with his harpoon gun as he bounces around in the
tumbling ship.

DACK
Whoea! Luke, I can't seem to find my restraints...

Explosions
flash outside the window. As the ship moves left to right they pass
a walker in the distance.

104. INT LUKE'S SNOWSPEEDER - ROGUE LEADER

INT PILOT'S
POV - Over the shoulder of Luke as he swings the speeder around and
aims it at the oncoming walker. Laser bolts and flack create a deadly
wall the speeder must pass through.

FRONT CLOSE-UP
LUKE - As the speeder shudders under the impact of the explosion,
but he manages to regain control of the craft. The horizon twists
in the background.

LUKE
Stand by, Dack, we're almost there. Are you okay, Dack?

106. EXT ICE PLAIN - BATTLEFIELD - HOTH

FULL LOW ANGLE
- The speeders fly in a tight formation toward the camera as explosions
burst all around the craft. The speeders fly right over the camera.

107. INT LUKE'S SNOWSPEEDER - ROGUE LEADER

SIDE CLOSE-UP
LUKE - Interior speeder as Luke struggles to turn around to see if
Dack is alright. In the background the giant legs of the walker pass
by as Luke banks under the monstrous machine.

LUKE
Dack!

108. INT LUKE'S SNOWSPEEDER - ROGUE LEADER

CLOSE-UP DACK
FROM LUKE'S POV - Dack is lost, blood streams down his forehead which
rests on his smoldering controls. Out the back window the receding
walker can be seen in the distance.

109. EXT ICE PLAIN - POWER GENERATORS - GUN TOWERS

MED SHOT -
Rebel troops fire their strange weapons at the oncoming walker. Explosions
burst all around them. A gun turret explodes in the foreground.

110. EXT ICE PLAIN - POWER GENERATORS - GUN TOWERS

MED SHOT -
Rebel troops fire at camera with the generator visible in the distance.
Explosions erupt in the foreground.

111. EXT ICE PLAIN - POWER GENERATORS - GUN TOWERS

MED SHOT -
The rebel officer we had seen earlier is hit by laser fire. Troops
rush to his aid.

112. EXT ICE
PLAIN - POWER GENERATORS - GUN TOWERS

MED SHOT -
Rebel troops fire the dish-like ray gun. The generator is seen in
the background.

113. EXT ICE PLAIN - BATTLEFIELD - HOTH

FULL SHOT
- Two walkers (one near, one far) lumber on toward camera as a speeder
between them explodes in a ball of flames going left to right.

114. INT MAIN HANGAR DECK - HOTH

Muffled explosions
create ear-shattering cracks in the ice roof of the hangar. Han and
Chewie look up from their frantic welding to see the gap in the ceiling
grow wider. Han makes a final weld.

HAN
First chance we get, we're giving this crate a complete overhaul...
That's tight enough. Let's get out of here before we become permanent
residents.

115. COMMAND CENTER - REBEL BASE - HOTH

Large chunks
of snow tumble into the command center. Leia seeks shelter.

LEIA
Two transports at a time is awfully risky.

RIEEKAN
We have no choice. Send them up... and start clearing everyone out.

116. INT IMPERIAL WALKER NO. 1

COCKPIT -
Over the shoulder of the pilots to the power generator in the distance.
Explosions all around. Two speeders race by right to left. The pilots
fire at the gnat-like attackers. General Veers moves in between the
pilots.

VEERS
What's the range to the power generators?

PILOT
Six twenty one... still too far out of range, but it won't be long.

117. INT IMPERIAL WALKER NO. 1 COCKPIT

CLOSE-UP VEERS
- As he bounces along, he pulls down an electro-telescope and studies
the rebel positions.

VEERS
We have that line of gun emplacements to get through...

PILOT
No problem...

Suddenly,
the huge vehicle rocks violently. The pilots scramble over their controls
to level the crafts.

VEERS
What's that?

118. EXT BATTLEFIELD - HOTH

HIGH SHOT
- Side view of a speeder going left to right as it banks sharply and
dives away from camera toward the fast rushing surface.

FULL SHOT
TRUCKING - Panning with the speeder as it turns around and races under
camera. Starts going left to right, turns to go overhead.

121. INT WEDGE'S SNOWSPEEDER - ROGUE THREE

OVER THE SHOULDER
POV of Wedge as he heads toward Walker No. 3, going almost to where
it passes between the legs.

122. INT WEDGE'S
SNOWSPEEDER - ROGUE THREE

CLOSE-UP SIDE
SHOT of the gunner as he passes the legs. He reaches for the firing
switch.

WEDGE
Activate harpoon.

123. EXT BATTLEFIELD - HOTH

MED FULL SHOT
of the speeder racing to camera through the legs of Walker No. 3.

124. INT WEDGE'S SNOWSPEEDER - ROGUE THREE

CLOSE-UP HAND
pushes button that fires harpoon.

125. INT WEDGE'S SNOWSPEEDER - ROGUE THREE

BACK POV from
gunner as the harpoon flashes and fires at the receding legs.

ROGUE THREE
GUNNER
Cable out! Let her go...

126. EXT BATTLEFIELD - HOTH

MED SHOT of
the harpoon going right to left and embedding itself in one of the
legs of Walker No. 3.

127. INT WEDGE'S SNOWSPEEDER - ROGUE THREE

CLOSE-UP SIDE
WEDGE as he checks his controls, and banks around the walker's front.
Left to right.

128. EXT BATTLEFIELD - HOTH

FULL SHOT
SPEEDER as it races left to right around one of the giant walker feet,
trailing the cable behind it. The speeder continues around the back
foot going right to left. Truck with the Walker No. 3.

129. EXT BATTLEFIELD - HOTH

HIGH OVERHEAD
MOVING SHOT of speeder as it circles the walker moving around the
tail end. A second speeder passes in the foreground with the cable
in tow.

130. EXT BATTLEFIELD
- HOTH

FULL PANNING
SHOT of speeder moving left to right in front of the giant legs of
the walker towing the cable.

131. INT WEDGE'S SNOWSPEEDER - ROGUE THREE

CLOSE-UP OF
WEDGE as he swings the speeder between the legs of the giant walker.

132. INT WEDGE'S SNOWSPEEDER - ROGUE THREE

PILOT'S POV
of walkers legs as the speeder races along the side close to the lumbering
machine.

ROGUE THREE
GUNNER
Cable out!

133. EXT BATTLEFIELD - HOTH

FULL SHOT
panning with the speeder as it zooms behind the legs moving right
to left.

134. INT WEDGE'S SNOWSPEEDER - ROGUE THREE

CLOSE-UP HAND
pushes button on cable release inside speeder cockpit.

135. EXT BATTLEFIELD - HOTH

CLOSE-UP CABLE
RELEASE on back of the speeder as it snaps loose and the cable drops
away.

136. EXT BATTLEFIELD - HOTH

FULL SHOT
OF THE SPEEDER zooming over camera and away into the distance moving
slightly right to left. Low angle, no horizon.

137. EXT BATTLEFIELD - HOTH

MED SHOT of
the tangled legs and feet of Walker No. 3 coming to camera. The monster
begins to stumble.

138. EXT BATTLEFIELD
- HOTH

EXTREME LONG
SHOT OF WALKER NO. 3 through the legs of a foreground walker. The
giant Imperial assault machine stumbles and starts to fall to the
ground. Side angle moving right to left.

139. EXT BATTLEFIELD - HOTH

CLOSE FULL
SHOT of Walker No. 3 coming to camera crashing into the snow which
flies in all directions.

140. INT LUKE'S SNOWSPEEDER - ROGUE LEADER

CLOSE-UP LUKE
FRONT with twisting horizon background.

WEDGE (VO)
Rogue Leader... One down, Luke.

LUKE
I see it Wedge... good work.

141. EXT ICE PLAIN - SNOW TRENCH - GUN TOWERS

MED SHOT OF
TROOPS in the trenches cheering at the fallen walker. A damaged gun
turret smolders in the background. An officer gives a signal in the
foreground and the rebel troops charge the fallen walker moving left
to right.

142. EXT ICE PLAIN - POWER GENERATORS - GUN TOWERS

FULL SHOT
of the troops jumping out of the trenches running to camera. The main
power generator can be seen in the distance.

143. EXT EXT BATTLEFIELD - HOTH

FULL SIDE
TRUCKING SHOT of rebel troops running left to right as two speeders
race overhead going in the same direction.

144. EXT BATTLEFIELD - HOTH

FULL SHOT
of downed Walker No. 3 as Imperial Snow Stormtroopers climb out of
the smoldering walker and start firing at the coming rebels. The rebel
troops run over the camera toward the Imperial forces, followed by
two rebel speeders flying low overhead.

145. EXT BATTLEFIELD
- HOTH

CLOSER ANGLE
- Troops rush and fire at the fallen walker as a speeder banks low
overhead, blasting away, causing great explosions around the walker.

146. EXT BATTLEFIELD - HOTH

FULL SHOT
of Luke and Rogue Two's speeder flying in formation, banking from
right to left and flying overhead. Low angle, no horizon. Flak bursts
all around them.

147. INT LUKE'S SNOWSPEEDER - ROGUE LEADER

CLOSE-UP OF
LUKE from the front. He looks over to Rogue Two on his left. The horizon
levels out behind him. The ship shudders as flack bursts all around
his speeder.

LUKE
Steady, Rogue Two, I'll cover for you.

148. INT ZEV'S SNOWSPEEDER - ROGUE TWO

SIDE CLOSE-UP
ANGLE on Rogue Two. Luke's speeder can be seen in the background.
The speeders are moving left to right. Rogue Two is wounded in the
face.

ROGUE TWO
(ZEV)
It's no good, I can't see.

LUKE (VO)
Steady, just keep it steady.

The ship bounces
under the constant impact of flack.

149. INT LUKE'S SNOWSPEEDER - ROGUE LEADER

LUKE'S POV
OUT THE SPEEDER window at the distant oncoming walker as flack bursts
on all sides. Laser bolts streak past.

LUKE
I'll lead you in.

150. INT LUKE'S
SNOWSPEEDER - ROGUE LEADER

CLOSE-UP FRONT
LUKE works his controls, as the ship shudders under the impact. He
keeps looking screen left to Rogue Two.

LUKE
Is your gunner alright?

ROGUE TWO
GUNNER (VO)
I'm O.K., sir.

LUKE
Just keep it steady. Don't try to...

Luke's speeder
is rocked by a huge explosion, and a loud metal scream drowns out
Luke's sentence. He struggles with the controls as a look of terror
crosses his face. Smoke pours out the back and the horizon twists.

151. EXT BATTLEFIELD - HOTH

FULL SHOT
of oncoming walkers in distance as Luke's speeder races over camera
moving left to right trailing smoke and flames. The speeder crashes
into the snow a few yards in front of the walker.

152. INT LUKE'S SNOWSPEEDER - ROGUE LEADER

INT CLOSE-UP
inside Luke's cockpit as he struggles to get out. He gets desperate
as he looks out the cockpit window.

153. INT LUKE'S SNOWSPEEDER - ROGUE LEADER

LUKE'S POV
out cockpit window of giant walker feet crunching even closer. The
ship shudders under the impact of the huge metal feet pounding the
ice plain.

154. INT ZEV'S SNOWSPEEDER - ROGUE TWO

CLOSE-UP FRONT
Rogue Two, blood streaming down his face, struggles with his controls.
The flack is murder.

ROGUE TWO
(ZEV)
Luke... What happened, I can't...

The cockpit
explodes in a ball of flames.

155. EXT BATTLEFIELD
- HOTH

FULL SIDE
SHOT of Rogue Two's speeder in a ball of flames going left to right.

156. INT LUKE'S SNOWSPEEDER - ROGUE LEADER

SIDE ANGLE
CLOSE-UP from inside the cockpit as Luke manages to get the hatch
open and pulls himself out. The ship shakes from the approaching walker.

157. EXT BATTLEFIELD - HOTH

EXTREME CLOSE-UP
of giant walking foot as it comes crashing to the ground, sending
snow in all directions.

158. EXT BATTLEFIELD - HOTH

MED FULL SHOT
(looking back at Luke, away from walker) as Luke climbs out of the
speeder and starts to run forward. The ominous shadow of the huge
Walker No. 2 falls over him as he looks up at the approaching monster.
The ground shakes under the impact of the pounding feet. Luke gets
an idea and runs back to the speeder, reaching inside the cockpit
for something.

159. EXT BATTLEFIELD - HOTH

EXTREME CLOSE-UP
of the giant walker's foot as it comes crashing to the ground, sending
snow in all directions.

160. EXT BATTLEFIELD - HOTH

MED CLOSE-UP
as Luke rummages through the smoldering speeder and comes up with
a climbing gun. Luke looks up, and ducks as the front foot of the
walker comes crashing down right behind him, shaking the speeder violently.
He reaches back in the cockpit for something else, glancing up with
a worried look.

161. EXT BATTLEFIELD - HOTH

LUKE'S POV
of the moving underbelly of the huge Walker No. 2 as it passes over
his head.

162. EXT BATTLEFIELD
- HOTH

CLOSE-UP of
Luke outside the speeder as he searches the cockpit, straining to
reach inside.

163. INT LUKE'S SNOWSPEEDER - INSERT

CLOSE-UP Luke's
arm inside the speeder. He grabs a hold of a large landmine-type bomb
and pulls it out of the speeder cockpit.

164. EXT BATTLEFIELD - HOTH

MED FULL SIDE
VIEW as Luke pulls the landmine out of the cockpit and leaps away
just as the huge black foot of Walker No. 2 comes crashing down on
the tiny speeder. The rebel vehicle is crushed flat by the powerful
walker.

165. EXT BATTLEFIELD - HOTH

MED CLOSE-UP
of Luke as he stumbles up out of the snow and runs toward camera slightly
left to right chasing after the lumbering walker. He hooks the landmine
around his neck.

166. EXT BATTLEFIELD - HOTH

CLOSE-UP LUKE
as walker foot raises in background.

167. EXT BATTLEFIELD - HOTH

MED PAN PAST
the back legs of Walker No. 2 following Luke as he runs under the
monstrous machine and fires the gun at the underbelly of the walker,
directly above him. A thin cable follows the projectile from the gun.
Another walker can be seen in the background moving left to right.

168. EXT BATTLEFIELD - HOTH

CLOSE-UP OF
MAGNETIC head and cable attaching itself on the underbelly of Walker
No. 2. The cable is pulled tight as Luke tests it.

169. EXT BATTLEFIELD - HOTH

MED SHOT of
Luke running and climbing up the cable. The second walker can be seen
left to right in the background.

170. EXT BATTLEFIELD
- HOTH

EXTREME LONG
SHOT of Luke dangling from the underbelly of Walker No. 2, moving
right to left. The giant legs of a second walker move through the
foreground.

171. EXT BATTLEFIELD - HOTH

MED CLOSE-UP
of Luke climbing the cable to the underbelly of Walker No. 2 going
right to left. The two rebel speeders pass in the background. Flack
burst in the distance.

172. EXT BATTLEFIELD - HOTH

HIGH ANGLE
LOOKING down at Luke as he climbs the cable into a close shot. The
walker's giant feet are seen pounding across the moving snow. Stray
laser bolts pass him as he swings.

173. EXT BATTLEFIELD - HOTH

MED SIDE SHOT
of Luke as he reaches the hull of Walker No. 2, next to a small hatch.
Luke, hanging precariously, cuts the solid metal hatch with his lasersword.

174. EXT BATTLEFIELD - HOTH

CLOSE SIDE
ANGLE of Luke taking the landmine from around his neck and placing
it inside the Imperial machine. He closes the hatch and starts sown
the cable, fast.

175. EXT BATTLEFIELD - HOTH

LOW ANGLE
looking up at Walker No. 2 as Luke slides down the cable, then drops
past camera.

176. EXT BATTLEFIELD - HOTH

SIDE MED SHOT
of Luke falling, then drops out of the frame.

177. EXT BATTLEFIELD - HOTH

3/4 REAR LOW
ANGLE SHOT of the giant Walker No. 2. It stops in mid-step. A muffled
explosion is heard, then the insides of the giant walker come blasting
out every conceivable opening. It sits dead in its tracks, smoking
like a locomotive on stilts.

178. COMMAND
CENTER - REBEL BASE

The command
center is a shambles. The continual explosions outside have caused
a massive cave-in. A lone controller works at the remaining computer
board, while Leia, Threepio and another controller attempt to move
a cake of ice off of General Rieekan. Finally, the ice tumbles to
one side and Leia goes to the General, but it's too late. Threepio
inspects the General's pulse.

THREEPIO
I'm afraid he's no longer functioning.

Leia is truly
sorrowful. She holds the General's hand a moment and regards him reflectively.

Leia nods,
stands, and speaks to the controller with renewed authority.

LEIA
Tell the ship we're on our way, and signal the troops in the field
to retreat to their fighters.

179. INT ICE CORRIDOR - REBEL BASE - HOTH

Apart from
the distant thunder of laser blasts, the corridor is strangely quiet
and empty. Running footsteps echo through the freezing hallway, then
Han appears. He hurries toward the Control Center just as Leia, Threepio
and the two controllers exit the room. Leia is surprised to see him.
Han is greatly relieved to see her.

HAN
... I heard on the com-link the command station was destroyed. You
all right?

Leia nods,
still a little confused.

LEIA
General Rieekan's dead.

Han grimaces
at the news, then looks them over.

HAN
This all that's left of your unit? You'd better hurry, the transport's
waiting for you.

180. INT ICE
CORRIDOR - REBEL BASE - HOTH

With 3PO trailing
behind, they race down the corridor to where it ends in a T and round
the corner only to find it blocked with ice and snow. They start back
the other way when Han stops at a door with a big cross on it.

HAN
That way is going to take too long. Let's go through these storage
rooms.

He starts
for the door and hears a faint banging.

HAN
Hey! Someone's still in here.

LEIA
Wait, don't open it... that's one of the traps for the ice creatures.

The pounding
increases.

THREEPIO
Oh my, there must be a hundred of them in there.

They race
down the corridor.

181. INT COCKPIT - REBEL TRANSPORT

The pilots
are getting nervous, the captain leans over one.

CAPTAIN
I don't know if there's anyone left alive in there. Give it one more
try.

PILOT
Control unit 33, this is transport XJ... we can't wait any longer...

182. INT ICE CORRIDOR

Han pulls
his com-link out and talks as he runs.

HAN
Hello, XJ! They're coming now...

Suddenly there
is an explosion, a loud crack. Han turns, grabs the Princess and pulls
her to the wall as a giant cave-in smothers the two controllers.

Han grabs
his com-link as Leia helps Threepio dig himself out of the snow.

HAN
Transport XJ. get out of here. Go!

THREEPIO
The energy shield is down. We'll be stuck here forever.

183. EXT REBEL GUN EMPLACEMENT - HOTH

The icy wind
picks up as the battle rages. Rebel and Imperial troops are firing
at each other at point blank range.

184. EXT SNOW BY REBEL GUN EMPLACEMENT - HOTH

A walker steps
on several rebel troops as they attempt to flee.

185. EXT REBEL GUN EMPLACEMENT

A rebel officer
puts his hand to his helmet earphone in an attempt to hear his com-link.

COM-LINK
Disengage - Disengage - Ships away. Begin retreat action.

The officer
flips a switch on his com-link and a loud whistle is heard. He signals
his men to retreat.

186. EXT BATTLEFIELD
- HOTH

LOW ANGLE
MEDIUM SHOT of Walker No. 1 as it advances at camera, going slightly
right to left. The smoldering walker that Luke just blasted stands
dead in its tracks in the background.

187. INT IMPERIAL WALKER NO. 1 - COCKPIT

CLOSE over
the shoulder of walker pilot. POV of rebel troops and power generators.
Veers steps into the frame.

188. INT IMPERIAL WALKER NO. 1 - COCKPIT

REVERSE CLOSE-UP
of Veers as he studies various readouts.

PILOT
All resistance is fading.

VEERS
Good, we have them now. Prepare to target the main generator.

189. EST REBEL GUN EMPLACEMENT - HOTH

MED SHOT -
Rebel troops retreat under the onslaught.

190. EXT REBEL GUN EMPLACEMENT - HOTH

ANOTHER ANGLE
- Rebel troops retreat as a walker looms in the background. Pan down
to troops as an explosion hits.

191. EXT BATTLEFIELD - HOTH

HIGH ANGLE
of troops fleeing and firing back toward camera.

192. EXT BATTLEFIELD - HOTH

LOW ANGLE
FULL SHOT of three of the giant walkers advancing to camera, firing
lasers, with troops in foreground running toward and over camera as
the snow erupts all around them. A lone rebel speeder is in the background.

Luke musters
all his strength and starts off through the snow toward a distant
ice formation.

202. INT MAIN HANGAR - REBEL BASE - HOTH

A distant,
huge explosion rocks the hangar deck. Ice cakes come crashing down
on the Millennium Falcon. Chewie is pacing under the safety of the
ship's landing gear. The giant Wookiee pats the underbelly of his
beloved ship and barks a few reassuring words. Chewie searches in
vain for his captain. Something catches the Wookiee's eye and he lets
out a loud SHRIEK.

It is Han
and Leia running toward the ship. Chewie runs out into the falling
ice, lets out another SHRIEK, then runs up the ship's ramp. Han and
Leia run up the ramp after Chewie. Threepio is not far behind.

203. INT MILLENNIUM FALCON COCKPIT - INT ICE CAVE

Ice batters
the cockpit windows as Chewie works at the controls. Han rushes in
and sits in the pilot's seat. Chewie barks a blue streak at his friend.

HAN
I couldn't get back any faster. It's pretty shaky out there.

Chewie starts
chattering a mile a minute about something and points to one of the
gauges. Han looks worried.

HAN
I know... I know. It's not good. But cheer up... one way or another
it will be over soon

Han standing
before a control panel, is busy flipping switches as Chewie watches
the troublesome gauge. Leia worriedly watches their efforts.

HAN
How's that, Chewie?

The Wookiee
barks a negative reply.

LEIA
Would it help if I got out and pushed?

HAN
Don't worry, your holiness, I'll get her started.

Threepio clanks
into the hold.

THREEPIO
Sir, I was wondering if I might...

[Han gives the gold robot a devastating look.]

THREEPIO (Continued)
It can wait

Threepio turns
and makes a hasty retreat.

LEIA
This bucket of bolts is never going to get us past that blockade.

HAN
This baby's got a few surprises left in her.

LEIA
I'll be surprised if we ever start moving.

Chewie lets
out a loud WHELP as laser bolts begin to hit the cockpit window.

206. INT COCKPIT - MILLENNIUM FALCON - MAIN HANGAR - HOTH.

SIDE VIEW
- Han and Chewie look out the window and see a squad of stormtroopers
rushing into the hangar deck, firing. Han makes a final panel adjustment.

HAN
Well, I've tried everything, Chewie... You'll just have to switch
over, and hope for the best.

Chewie pulls
back on the controls and the first stage of engine fire can be heard.
Han flashes a big grin at Leia as he swings past her into the pilot's
seat.

Leia straps
herself into one of the navigator's chairs.

LEIA
Someday you're going to be wrong, and I just hope I'm there to see
it.

Han sets himself,
looks at Chewie.

HAN
Punch it!

The roar of
the Falcon's main engines blast out everything as the ice cave wall
rushes by outside the cockpit window, moving right to left.

HAN
(shouts)
Chewie!

Han straps
himself into the seat. Leia gets into the navigator's chair.

206W. INT MAIN HANGAR DECK - HOTH

Stormtroopers
are setting up a large Bazooka-like weapon. Behind them the giant
hangar doors are opening.

206X. EXT MILLENNIUM FALCON - MAIN HANGAR - HOTH

A laser gun
appears and swings around.

206Y. EXT MILLENNIUM FALCON - MAIN HANGAR - HOTH

Long shot
main hangar. Angle behind Stormtroopers with Millennium Falcon in
background.

The Stormtroopers
are preparing to fire their Bazooka cannon when they are hit by the
gun on the Millennium Falcon. They are thrown about in all directions.

206Z. INT MILLENNIUM FALCON - MAIN HANGAR - HOTH

Chewie comes
dashing into the cockpit.

HAN
We'll just have to switch over, and hope for the best.

A laser hits
the window near Chewie as he is settling into his chair. He lets out
a loud WHELP. Chewie pulls back on the controls and the first stage
of engine fire can be heard. Han flashes a big grin at Leia.

LEIA
Someday you're going to be wrong, and I just hope I'm there to see
it.

Han looks
at Chewie.

HAN
Punch it!

The roar of
the Falcon's main engines blast out everything as the ice cave wall
rushes by outside the cockpit window, moving right to left.

207. OMIT

207X. INT MAIN HANGAR - HOTH

Stormtroopers
run into hangar. Vader comes out of an ice corridor. The roar of the
Millennium Falcon engines is very loud. He stops.

207Y. POV VADER - INT MAIN HANGAR - HOTH

Shooting toward
the main hangar doors as the Millennium Falcon (which is now through
the door) lifts up and disappears.

208. EXT ICE SLOPE - MILLENNIUM FALCON - HOTH

FULL SHOT
of Luke and two other pilots looking up in the snowstorm as the Millennium
Falcon races from the distance and over the camera. The ship is flying
very close to the ground.

209. EXT SKY
OVER ICE SLOPE - HOTH

Luke's POV
Millennium Falcon racing skyward.

210. EXT ICE SLOPE - X WING - HOTH

Luke, Wedge,
and the pilot trudge onward toward the outline of an X wing fighter.

LUKE
There goes the Falcon. At least Han got away. Wedge, that looks like
yours over there.

WEDGE
Right. Good luck, Luke.

The pilots
split up. Luke waves as the others disappear in the windblown snow.
He walks on, and hears a familiar whistle coming from the vague silhouette
of a fighter.

LUKE
Artoo, is that you?!

Artoo chirps
an excited acknowledgement as Luke climbs aboard the snow-covered
spacecraft. Artoo beeps his relief. The roar of the departing X wings
can be heard in the distance.

LUKE
Don't worry, we'll be airborne in a second. Open the cockpit and activate
the power.

211. INT MAIN HANGAR DECK - REBEL BASE - HOTH

Darth Vader
strides through the remains of the rebel fortress. Two stormtroopers
struggle to keep up with the giant presence. Admiral Piett catches
up with the Dark Lord.

PIETT
Seventeen ships destroyed, we don't know how many got away.

VADER
Anything on the Millennium Falcon?

PIETT
It won't get through the blockade.

VADER
I want that ship.

212. EXT MILLENNIUM
FALCON - TIE FIGHTER - STAR DESTROYER - SPACE

FULL SHOT,
SPACE, with the white planet of Hoth in the lower part of the frame.
The Millennium Falcon speeds away from the planet and over camera,
closely followed by one huge Star Destroyer and six tiny Tie fighters
which also race past camera. The slow moving Star Destroyer fills
the frame as it plows ever forward.

213. EXT MILLENNIUM FALCON - TIE FIGHTERS - STAR DESTROYER - SPACE

FULL SHOT,
SPACE. The Falcon races low over camera toward two very bright star-sized
objects. The six Tie fighters zoom overhead in pursuit followed by
a huge Imperial Star Destroyer.

214. INT COCKPIT - MILLENNIUM FALCON - SPACE

OVERSHOULDER
HAN AND CHEWIE. Inside the cockpit Chewie lets out a loud howl. Han
checks the deflectors as the ship begins to get buffeted by exploding
flak. He appears to be doing six things at once.

HAN
(harried)
I know, I know, I see them...

LEIA
See what?

HAN
Two more Star Destroyers heading right at us.

LEIA
I'm glad you said there was going to be no problem, or I'd be worried.

Threepio bumps
and bangs his way into the cockpit.

THREEPIO
Sir, I was wondering...

HAN
Sit down, and shut up!

THREEPIO
It can wait.

215. INT COCKPIT
MILLENNIUM FALCON - SPACE

FULL SHOT
INT MILLENNIUM FALCON. POV out window at two approaching Star Destroyers
as they grow larger. Small flashes of light on the oncoming Star Destroyers
turn into large flak bursts which rock the Falcon. The Star Destroyers
grow larger as they get ever closer.

HAN
Chewie, how's the deflector shield holding up?

Chewie barks
a reply as he readjusts an overhead switch.

HAN
Good... at sub-light, they may be faster, but we can still outmaneuver
them. Hold on!

216. INT COCKPIT MILLENNIUM FALCON - SPACE

CLOSE POV
- out the Falcon cockpit window as the stars and looming Star Destroyers
suddenly shift radically, rising through the top of the cockpit window
as the Millennium Falcon starts into a steep dive. Everyone's stomach
is in their throat as Han makes a ninety degree dive straight down.

217. EXT MILLENNIUM FALCON - STAR DESTROYERS - SPACE

FULL SHOT
underneath one of the huge oncoming Star Destroyers as the Millennium
Falcon races toward it. Suddenly the Falcon starts into a steep dive
straight down toward camera. The Falcon races over camera followed
by four Tie fighters. The bottom side of the Star Destroyer continues
on a collision course.

218. EXT STAR DESTROYERS - SPACE

A huge Star
Destroyer in the foreground heads right at two oncoming Star Destroyers
and slowly starts to veer to the left.

219. INT STAR DESTROYER NO. 2 BRIDGE - SPACE

INT IMPERIAL
STAR DESTROYER - Out the front window the two oncoming Star Destroyers
can be seen veering to the left.

Alarms, panic.
Pilots are abandoning their posts as the Imperial Star Destroyers
on the view-scanner get closer. The Captain tries to keep control
of the situation.

CAPTAIN NEEDA
Turn it! Turn it!

220. EXT SPACE
- MILLENNIUM FALCON - TIE FIGHTERS

FULL SHOT,
SPACE - The Millennium Falcon races to camera followed by four Tie
fighters with laser bolts.

221. INT COCKPIT - MILLENNIUM FALCON - SPACE

Things have
calmed down a bit, but the race isn't over yet. Chewie barks at Han.
Leia is still trying to find her stomach. The ship is buffeted by
laser blasts.

HAN
That slowed them down a bit. Chewie stand by to make the jump to light
speed.

The buffeting
of the lasers becomes louder and stronger.

LEIA
They're getting awfully close...

With a gleam
in his eye.

HAN
Oh yeah... Watch this.

222. INT MILLENNIUM FALCON - COCKPIT

REVERSE POV
over shoulder out cockpit window as stars DO NOT go into hyperspace,
but just sit there.

223. INT MILLENNIUM FALCON - COCKPIT

Han and Chewie
look at each other and are thrown into an acute state of concern.

LEIA
Watch what?

Han tries
again... nothing.

HAN
I think we're in trouble.

THREEPIO
If I may say so, Sir, I noticed earlier that the entire main paralight
system seems to be damaged.

HAN
We're in trouble!

The explosions
become heavier.

224. EXT MILLENNIUM
FALCON - TIE FIGHTERS - STAR DESTROYER SPACE

FULL SHOT
- The Falcon races over camera into the starry vastness followed by
six Imperial Tie Fighters and an Imperial Star Destroyer.

Artoo lets
out a limp little sigh. The little droid is silent for a moment, as
though thinking. Then another beep.

LUKE
Yes, Artoo?
(a carefully-put sentence of whistles)
No... no headache, I feel fine... Why?
(Artoo chirps an innocent phrase)
No dizziness, no drowsiness, the scars are even gone...
(Artoo whistles a question)
No, that's all right, Artoo, I'd rather keep it on manual control
for awhile.

Artoo lets
out a defeated whimper. Luke just smiles at his worried little friend.

LUKE
Trust me, Artoo. I know where I'm going and I'll get us there safely...
it's not far.

234. EXT IMPERIAL STAR DESTROYER - TIE SHIPS - MILLENNIUM FALCON

The Falcon
races to camera followed by four Tie fighters. The Falcon flies under
camera, the Tie fighters fly over camera followed by Star Destroyer
No. 2 in the distance.

235. INT COCKPIT - MILLENNIUM FALCON - SPACE

SIDE VIEW
INT COCKPIT right to left. Stars race by left to right as flak bursts
outside the window.

236. INT COCKPIT - MILLENNIUM FALCON - SPACE

Han works
furiously at his controls while giving various orders to Chewie.

HAN
Horizontal booster...
(Chewie barks)
Alluvial damper...
(Chewie barks)
I don't know how we're going to get out of this one.

He gives Leia
a glance, then a double take.

LEIA
I didn't say anything...

Suddenly,
a loud thump hits the side of the Falcon, causing it to lurch radically.
Chewie barks louder.

HAN
That was no laser blast... something hit us...

LEIA
Or you ran into something...

237. INT COCKPIT - MILLENNIUM FALCON

POV out front
cockpit window as asteroids race by right to left.

238. INT COCKPIT - MILLENNIUM FALCON - ASTEROID BELT

Han continues
to work his ship controls as a chunk of rock crosses in front of the
ship.

LEIA
To get killed... you're not seriously going into an asteroid field?

HAN
Aren't I? Hang on, sweetheart. We're gonna do some flyin'.

Another asteroid
thumps against the ship. Leia winces.

LEIA You don't have to do this to impress me.

THREEPIO
If I might remind you, sir, the probability of successfully navigating
through an asteroid field is approximately 365,000 to one... a graceful
surrender might not be...

Chewie turns
and barks at Threepio, who immediately shuts up.

239. INT COCKPIT - MILLENNIUM FALCON - ASTEROID BELT

OVER SHOULDER
POV as stars move right to left as the Falcon turns into the asteroid
storm. Once the stars stop moving right to left and the ship completes
its turn, asteroids start coming toward the cockpit window from the
distance.

240. EXT MILLENNIUM FALCON - TIE FIGHTERS - ASTEROID BELT.

CLOSE-UP of
asteroid as it tumbles away from the camera a fast speed. When about
40 per cent of the screen is filled with the asteroid, several smaller
asteroids crash into it from the side, creating small explosions on
the surface. Other asteroids in many sizes pass by in all directions,
some colliding and creating explosions. When the big asteroid is 20
per cent of the screen, the tiny Millennium Falcon appears from behind
it, veers around the right side and races past camera on the left
side through the rain of rocks, followed by the four Tie fighters,
bobbing and weaving around the asteroids.

241. EXT MILLENNIUM FALCON - TIE FIGHTERS - ASTEROID BELT.

FULL SIDE
VIEW, TRUCKING with the Falcon as it dodges an asteroid. Several smaller
asteroids explode as they collide with the hamburger-shaped ship.
PAN with the ship as it banks away from the camera. Four Tie fighters
follow, one of which connects with an asteroid and explodes. The other
Tie Fighters are pelted with smaller explosions.

242. EXT. SPACE - IMPERIAL STAR FLEET

FULL SHOT
- Vader's Star Destroyer and two others flanked by several smaller
Imperial warships move out of Hoth's orbit and over camera.

243. OMIT

244. INT VADER'S STAR DESTROYER - VADER'S CHAMBER

ADMIRAL PIETT
hesitates in the entryway to Vader's private cubicle.

ADMIRAL PIETT
My lord.

VADER (OS)
Come in, Admiral.

Admiral Piett
steps into the room and pauses at the sight of...

Darth Vader,
his back turned, is silhouetted in the gloom on the far side of the
chamber. A black, insectlooking droid attends him. Among the various
apparatus surrounding them, a respirator tube now retracts from Vader's
uncovered head. The head is bald with a mass of ugly scar tissue covering
it. The black droid then lowers Vader's mask and helmet onto his head.
When it is in place, he turns.

VADER
Asteroids don't concern me, Admiral. I want that ship, not excuses.
How long until you can have Skywalker and the others in the Millennium
Falcon before me?

ADMIRAL PIETT
(worried)
Soon, Lord Vader.

VADER
(ominous)
Yes, Admiral... soon.

245. EXT MILLENNIUM FALCON - TIE FIGHTERS - ASTEROID BELT.

FULL SHOT
of two huge asteroids tumbling toward camera as the Millennium Falcon
banks around both of them and over camera as a third asteroid barely
misses the ship as the three Tie fighters follow in hot pursuit. One
Tie fighter scrapes an asteroid and tumbles over camera out of control.

246. EXT STAR
DESTROYER NO. 2 - ASTEROID BELT

FULL SHOT
Star Destroyer coming to camera blasting oncoming asteroids as it
goes. Smaller asteroids explode across its massive surface.

247. EXT MILLENNIUM FALCON - TIE FIGHTERS - ASTEROID BELT.

FULL TWISTING
SHOT of the Falcon on its side as it races under camera and around
an oncoming asteroid tumbling over camera, revealing the Falcon still
twisting and ending right side up. Two Ties follow in the distance,
coming from either side.

248. INT MILLENNIUM FALCON - ASTEROID FIELD

Asteroids
race by the cockpit window as Han pilots his trusty craft through
the dangerous field.

Chewie barks
in terror as a small asteroid comes especially close... too close...
and bounces off the Falcon with a loud crunch. Threepio's hands cover
his eyes. He manages a short peek at the cockpit window. Princess
Leia sits stone-faced, staring at the action. Han gives her a quick
look.

HAN
Well, you said you wanted to be there when I was wrong.

LEIA
I take it back.

HAN
That Star Destroyer is slowing down.

LEIA
Good.

251. INT COCKPIT - MILLENNIUM FALCON - ASTEROID

SIDE VIEW
INT FULL SHOT of group as asteroids race by outside the window.

HAN
But we're going to get pulverized if we stay out here much longer.

LEIA
I'm against that.

HAN
We've got to get out of this shower.

LEIA
Now you're making sense.

HAN
Right. I'm going to get in closer to one of these big ones...

THREEPIO
Closer?!

LEIA
Closer?!

Chewbacca
BARKS the same word, only louder.

252. INT COCKPIT - MILLENNIUM FALCON - ASTEROID BELT

INT OVER THE
SHOULDER POV of the dense asteroid field as a giant asteroid comes
right at the Falcon and it banks sharply around it.

253. EXT MILLENNIUM FALCON - TIE FIGHTERS - ASTEROID BELT.

FULL MOVING
SHOT as the Millennium Falcon dives away from camera toward the surface
of one of the moonsized asteroids. There is a continued display of
explosions across the surface as smaller asteroids collide with the
larger chunks of rock. Two Ties follow the Falcon to the surface.

254. EXT MILLENNIUM FALCON - GIANT ASTEROID

FULL OVERHEAD
VIEW as the Falcon moving right to left skims the surface of the giant
asteroid. Small asteroids explode on the surface of the ship.

255. EXT MILLENNIUM FALCON - TIE FIGHTERS - GIANT ASTEROID.

LOW TRUCKING
across surface as the Falcon and Ties race to camera and zoom overhead
under a hail of asteroids.

256. EXT MILLENNIUM
FALCON - TIE FIGHTERS - GIANT ASTEROID.

REVERSE LOW
TRUCKING as the Falcon and the two Tie fighters race over camera and
into the distance.

POV of giant
asteroid racing to camera from out of the starry sky, slightly left
to right.

259. EXT MILLENNIUM FALCON - TIE FIGHTERS - GIANT ASTEROID.

LOW TRUCKING
SHOT of the Falcon as it races toward camera and past. The Tie fighters
approach in the distance, but as the Falcon passes, a giant asteroid
intersects the frame in front of the Tie fighters creating a silhouetted
explosion. As the asteroid continues on its way, it leaves the remains
of two explosions.

260. INT COCKPIT - MILLENNIUM FALCON - SPACE

Han notices
something on his main scope and nudges his faithful Wookiee, pointing.

HAN
There, there. Chewie get a reading on that. Looks pretty good.

LEIA
What is it?

HAN
That should do nicely.

261. INT COCKPIT - MILLENNIUM FALCON - GIANT ASTEROID

POV OVER THE SHOULDER out cockpit window, skimming the surface of
the asteroid as a large crater approaches.

262. EXT MILLENNIUM
FALCON - GIANT ASTEROID

FULL SHOT
of the Millennium Falcon as it dives into the huge crater and disappears.

263. EXT MILLENNIUM FALCON - ASTEROID SURFACE AND CRATER

FULL SHOT
of Falcon racing over camera and down into crater. The walls are barely
visible as the camera TRUCKS with the Falcon, but at a slower speed.
A small cave appears on one side of the crater in the distance. The
Falcon turns, slows and scoots into the smaller cave.

264. EXT LUKE'S X WING - SPACE

FULL SHOT
X WING over camera and away toward the cloud cover of Dagobah. Half
the planet is seen.

265. EXT LUKE'S X WING - ARTOO - SPACE

CLOSE SIDE
VIEW of R-2 as he rides on the back of the X wing.

266. INT COCKPIT - LUKE'S X WING - SPACE - DAGOBAH

CLOSE-UP LUKE
FRONT with stars moving right to left in background.

Luke watches
Artoo's words translated on the computer scope.

LUKE
Yes, that's Dagobah, Artoo... looks a little grim doesn't it...
(Artoo beeps)
... No, I don't want to change my mind about this... I'm not picking
up any cities or technology...
(a little nervous)
... Massive life form readings though. There's something alive down
there...
(Artoo beeps a worried query)
... Yes, I'm sure it's perfectly safe for droids. Will you take it
easy?... I guess I imagined that landing beacon. We'll just have to
go in and see what happens.
(Artoo whimpers)
Don't worry!

267. EXT LUKE'S
X WING - SPACE - PLANET DAGOBAH

X wing to
camera flying through twilight between space and planet.

268. EXT LUKE'S X WING - SPACE - PLANET DAGOBAH

CLOSER VIEW
as the X wing races over camera and dives into the cloud cover and
disappears.

269. INT COCKPIT LUKE'S X WING - CLOUDS

SIDE VIEW
LUKE as the clouds race by in the background, bottom to top.

270. INT COCKPIT LUKE'S X WING - CLOUDS

Luke works
desperately at his controls. The cloud cover had completely obscured
his vision. An alarm buzzes in the background. Artoo beeps and whistles
frantically.

LUKE
I know, I know! All the scopes are dead! I can't see a thing... Hang
on, I'm going to start the landing cycle... Let's just hope there's
something underneath us...

The blast
of the retro rockets is deafening. Artoo's squeals are barely heard.
Suddenly, there is a CRACKING sound as if limbs were being broken
off trees and then a tremendous splashing jolt as the spacecraft hits
the surface. Luke is considerably shaken, but all right. Artoo lets
out a rattled little beep which shows up on the view screen.

The mist-shrouded
X wing fighter is barely visible, half buried in the murky swamp.
Luke climbs out onto the long nose of the spacecraft as Artoo pops
out of his cubbyhole on the back. The young warrior surveys his hostile
new environment. Huge, twisted trees covered with vines and moss outline
the misty landscape.

LUKE
Artoo, I wonder if that water is safe?

Artoo lets
out a short beep, then steps forward, loses his balance and disappears
with a splash into the water.

LUKE
Artoo!

272. EXT SWAMP - DUSK

Luke dives
in near the spot where Artoo fell. He surfaces and scans the water
frantically until he sees a small periscope pop up. The periscope
turns until it gets a fix on Luke, then lets out a bubbling beep,
and starts through the water toward the muddy beach. Luke follows.

273. EXT SWAMP - DUSK

We see the
POINT OF VIEW of an underwater swimming "thing" as it watches
R-2 and his young master struggling toward shore. R-2 is powered by
two bubbling jets.

274. EXT SWAMP - DUSK

A dark, ominously
finned back breaks the surface. Luke stops swimming for a second and
sees the disturbing shape swimming toward him. Luke swims for his
life, racing past Artoo and finally scrambling up on shore.

LUKE
Hurry, Artoo!

275. EXT SWAMP - DUSK

The thing
swims up behind the little droid and dives, creating a loud clunk.
Artoo's periscope disappears as he lets out a pathetic electronic
scream. Luke wades a few feet into the murky pool looking for any
sign of his little friend. The black surface is as still as death
itself... a few bubbles begin to appear, then PHHEEWAATT! The runt-sized
robot is spit out of the water, makes a graceful arc and comes crashing
down in a patch of moss.

LUKE
Artoo, are you okay?

Artoo responds
with a series of feeble whistles and tones.

LUKE
If you said you thought coming here was a bad idea, I'm beginning
to agree with you.

276. EXT SWAMP - BEACH - DUSK

Luke is shivering
cold as the fog begins to close in. He helps little Artoo upright
and starts to clean him off. All is quiet except for an eerie and
inhuman cry every once in awhile in the distance. Both the robot and
the boy glance around at the spooky swamp-jungle that surrounds them.
Sinister shadows move among the trees, as Luke notices a tiny, but
vicious pair of eyes wink out and disappear in a scutter of feet.

LUKE
I'm sorry Artoo, I can't explain the urge that made me come here.
It was part of a dream... or... maybe I'm just going crazy.

277. EXT SWAMP - POV - DUSK

Luke looks
back at the slowly sinking spacecraft.

278. EXT SWAMP - BEACH - DUSK

Artoo bubbles
electronic profanity and ejects a stream of muddy water from one of
the ports in his head.

LUKE
How are we going to get that thing flying again? What am I doing here?

Artoo beeps
a short, "Got me boss."

279. EXT IMPERIAL FLEET - SPACE - ASTEROID FIELD

FULL SHOT
- Fleet around Vader's ship in the asteroid storm. Asteroids big and
small begin to pelt the huge surface of the ships. One of the smaller
Imperial vessels in the foreground gets hit by a huge asteroid and
explodes.

Darth Vader
stands in the hologram cage above the control deck. Before him are
the hologram images of twenty Battleship Commanders. One of these
images, the Commander of the ship just exploded, is fading quickly
away at this moment. Another image, in the center and a little apart
from the others, is faded and continually disrupted by static. It
is the Captain Needa of the Star Destroyer which was most hotly on
the tail of the Millennium Falcon. Admiral Piett and an aide stand
behind the Dark Lord.

CAPTAIN NEEDA
(IN HOLOGRAM)
... which was the last time they appeared in any of our scopes. Considering
the amount of damage we've sustained, they must have been destroyed...

VADER
They're alive, Captain. I know it and I want every ship available
to sweep the asteroid field until they're found.

The Imperial
Star Captains fade off one by one as Vader turns to Admiral Piett.

VADER
Now what's so important it couldn't wait, Admiral? Speak up!

The Admiral
is scared white as a sheet. He's shaking.

ADMIRAL
It was... the Emperor...

VADER
The Emperor?

ADMIRAL
Yes, he commands you make contact with him...

VADER
Move this ship out of the asteroid field and into a position where
we can send a clear transmission.

ADMIRAL
Yes, My Lord.

VADER
And code the signal to my private chamber.

281. EST MILLENNIUM FALCON - ASTEROID CAVE

The pirate
starship rests in a dark, dripping asteroid cave. It is so dark, the
exact dimensions are impossible to determine.

282. INT COCKPIT - MILLENNIUM FALCON - CAVE

Han and Chewie
are busy shutting down the engine and the electronic systems. Threepio
and Leia watch worriedly as all the service lights go out. Han glances
from the dimming lights to Leia with a quick grin.

HAN
Getting kinda romantic in here.

Chewie suggests
with a GROWL that Han pay attention to the business at hand. Han returns
to work.

HAN
(to Chewie)
What are you so grouchy about?

THREEPIO
Sir, I'm almost afraid to ask, but does shutting down all but emergency
power systems include me?

Chewie BARKS
yes, but Han think otherwise.

HAN
No, we're going to need you to talk to the ship and find out what
happened to our hyperdrive... How good are you with a macrofuser,
Your Holiness?

Suddenly the
ship lurches, causing all the loose items in the cockpit to go flying.
Chewie HOWLS.

LEIA
A tremor!

THREEPIO
(to Han)
Sir, it's very possible this asteroid is not stable.

HAN
I'm glad you're here to tell us these things...

The ship begins
a violent motion. Chewie HOWLS.

HAN
Hang on! Watch out.

The jolting
movement throws Leia across the cabin into Han's arms. The motion
stops as suddenly as it started. Han and Leia realize they are in
each others arms. The pirate grins down at the girl. Chewie watches
the embrace with inscrutable interest.

LEIA
Sorry, Captain, being held by you isn't enough to get me excited.

HAN
Well, I hope you don't expect more.

LEIA
I don't expect anything, except to be left alone.

HAN
Fine with me. But I'm afraid you'll have to let go.

Han has lifted his arms lightly away, which makes it very clear that
Leia has, in fact, been returning his embrace. Leia realizes this
and steps back, embarrassed and angry. Her words are measured.

LEIA
Don't you think it's time we got to work on your ship...

She turns
and leaves the cockpit. Han turns to his faithful Wookiee, who's been
watching all this with Threepio.

HAN
Come on, Chewie, let's tear into this flying short circuit before
we get hit with another tremor.

Chewie BARKS
and starts out of the cockpit with Han.

HAN
You, too, golden rod.

THREEPIO
I must admit there are times I don't understand human behavior.

283. EXT BOG CLEARING - DUSK

The mist has
disappeared a bit, but it is still a gloomy looking swamp. The X wing
fighter has stopped sinking and is now only about one third above
water. A transfer cable has been rigged between the starfighter and
the shore. Artoo is on the back of the fighter sending a power case
to Luke on the edge of the swamp.

LUKE
I think that will do it, Artoo. Come on back.

Luke hears
a loud snapping crash in the dense jungle right behind him. It is
too dark to see anything, but Luke already has his light saber in
his hand, waiting to be ignited. Nothing emerges from the obscure
foliage so Luke clips his weapon back to his utility belt and continues
to unpack the gear. Meanwhile, Artoo has hooked a pulley from his
midsection to the transport cable and is whizzing toward his master.
The stubby little droid lands with a beep.

LUKE
You ready for some power?

Luke has ignited a little fusion furnace which throws off a warm glow.
He warms his hands, then plugs a power cable into Artoo's nose. The
droid whistles his appreciation. Luke opens a container of processed
food and sits before the thermal heater.

LUKE
Now all I have to do is find this Yoda... if he even exists.

Artoo beeps
and Luke nervously looks around at the foreboding jungle. He grimaces
as he forces down the ill-tasting food.

LUKE
This seems like a strange place to find a Jedi master... Gives me
the creeps.
(Artoo beeps "I'm with you")
... There's something familiar about this place... I feel like...

STRANGE VOICE
You feel like what?

Luke jumps
out of his skin. Artoo screeches in terror. The young warrior grabs
for his light saber as he spins around, looking for the speaker. Mysteriously,
standing right in front of Luke is a strange, blue creature, not more
than two feet tall. The wizened little thing is dressed in rags. It
motions toward Luke's sword.

LUKE
(looking at creature)
... Like we're being watched.

CREATURE
Away put your weapon. I mean you no harm.

After some
hesitation, Luke puts away his weapon, although he really doesn't
understand why. Artoo watches with interest.

CREATURE (Continued)
I'm wondering... why are you here?

LUKE
I'm looking for someone.

CREATURE
Looking? Looking? You've found someone I'd say. Heh? Yes!

LUKE
(trying to keep from smiling)
Yeah...

CREATURE
Help you I can... yes... yes.

LUKE
I'm looking for a great warrior.

CREATURE
A great warrior?
(shakes his head)
Not many on those. Wars don't make one great.

Yoda jumps
and lands on one of the cases of supplies. He begins to rummage around.

LUKE
Get away from there.

Artoo moves
to the edge of the case (almost eye level to the creature who is carelessly
handling the supplies) and squeaks his disapproval.

The creature
picks up the container of food Luke was eating from and takes a bite.

LUKE
Hey, that's my dinner!

The creature
spits out the bite he has taken. He makes a face.

CREATURE
Peewh! Awful, awful. Thank you, no. How get you so big eating food
of this kind?

He flips the
container in Luke's direction and reaches into one of Luke's supply
cases.

LUKE
Listen, friend, we didn't mean to land here, and if I could get my
fighter out of this puddle I would, but I can't. So...

CREATURE
Can't get your ship out? Have you tried? Have you tried?

The creature spots something of interest in Luke's case; Luke loses
patience and grabs the case away. The creature retains his prize...
a tiny power lamp. The creature examines it with delight.

LUKE
Give me that!

CREATURE
(retreating with it)
Mine! Mine! Or I'll help you not.

Clutching
the lamp, the creature backs away from Luke right into Artoo, who
the creature barely recognizes as animate. But as the following exchange
takes place, one of Artoo's little arms slowly moves out toward the
power lamp, completely unnoticed by the creature.

Darth Vader
stands before a shimmering holographic image which slowly comes into
focus. The image is that of SATE PESTAGE, Grand Vizier to His Eminence,
Emperor.

VADER
Sate Pestage, I would see the Emperor. He commands it.

PESTAGE
I must warn you, Lord Vader, The Emperor is in a foul mood. He bids
you wait. Have you any progress to report?

VADER
The rebel base on Hoth has been destroyed. I am tracking down the
survivors.

PESTAGE
The Emperor will be with you in time.

VADER
I wait at his convenience.

287. EXT IMPERIAL
CRUISER - ASTEROID BELT - SPACE

FULL SHOT
- Looking down on two medium-sized Imperial cruisers moving across
the surface, dropping bombs which create powerful shock waves centered
around blue explosions.

288. EXT IMPERIAL CRUISERS - CRATER - GIANT ASTEROID - SPACE

The ships
move over the crater in which the Millennium Falcon is hiding. A faint
ball of light emerges from the crater as a bomb hits bottom.

289. INT MAIN HOLD AREA - MILLENNIUM FALCON

The ship rattles
and vibrates. Threepio is sitting at the main control panel. The flooring
and part of the ceiling have been removed revealing a section of the
complex powertrain. Chewie's head pops upside-down out of a bundle
of wires in the ceiling. He BARKS. Han looks up from where he's working
in one of the floor compartments. Princess Leia, who is welding something
nearby, also stops working and looks up at Chewie.

HAN
That was no earthquake.

LEIA
Felt like a hydro concussion... an Imperial Cruiser.

THREEPIO
Oh my, they've found us.

Everyone is
quiet for a moment, waiting for a second blast. A very slight vibration
is felt.

LEIA
They're moving away.

HAN
They're just trying to see if they can stir something up... we're
safe.

LEIA
Where have I heard that before?

Han ignores
her sarcasm and moves past her, rubbing against her in the tight quarters,
to continue his work. She watches him for a moment, then goes back
to her welding. Threepio whistles and beeps into the control panel
in front of him and the control panel whistles back.

THREEPIO
Where is Artoo when I need him? I don't know where your ship learned
to communicate, but its dialect leaves something to be desired. It
says the power coupling on the negative axis has been polarized. You'll
have to replace it, I'm afraid.

CHEWIE
Barks his understanding and returns to his wires.

Leia finishes
welding the valve she's been working on. She attempts to reengage
the system by pulling on a lever attached to the valve. It doesn't
budge. Han notices her struggle, and moves to help her. She rebuffs
him.

HAN
Easy, your worship. Only trying to help.

LEIA
(still struggling)
Would you please stop calling me that?

Han hears
a new tone in her voice. He watches her pull on the lever.

HAN
Sure. I guess I make it difficult sometimes.

LEIA
Yes, you do.

HAN
You could be a touch warmer, though.
(he watches her reaction)
Admit it, against your better judgment you think I'm all right.

With that,
Han takes her hand, turns it over and presses his lips into her palm.

LEIA
Stop that.

HAN
Why?

Leia is flushed,
confused.

LEIA
My hands are dirty.

Han kisses
her hand again. Leia yanks it away and steps back. She can only move
a few feet in the cramped space, but Han does not follow her.

HAN
What are you afraid of?

LEIA
Afraid of? Certainly not you Captain Solo... or any other man in this
galaxy.

Han looks
at her with a piercing look. He's never looked handsomer, more dashing,
more confident. He reaches out slowly and takes Leia's hand again
from where it is resting on a console. He draws it toward him.

HAN
Then why are you trembling?

Then, with
an irresistible combination of physical strength and emotional power,
the space pirate begins to draw Leia toward him... very slowly.

HAN
You know what I think? I think you like me because I'm a scoundrel.
I think you haven't run into enough scoundrels in your life.

Leia is now
very close and the following exchange takes place as their faces draw
even nearer. Leia's voice is and excited whisper, in complete opposition
to what she's saying.

LEIA
There's nothing dull about a man I can depend on to be civilized.

HAN
You mean a man you can control.

LEIA
I do not!

HAN
Try and control this...

He kisses
her now, with slow hot lips. He takes his time, as though he had forever,
bending her body backward. She has never been kissed like this before,
and it almost makes her faint. When he stops, she regains her breath
and tries to work up some indignation, but finds it hard to talk.

His mouth
stops her. A swimming giddiness spins her around until, before she
knows it, she is kissing him back. Finally, Han breaks the kiss and
looks at her. They stand there for a moment looking at each other.
Leia is totally, frantically confused by her feelings. First with
her eyes, then with her body, she withdraws, detaches from Han. She
slips from his arms and hurries from the cabin.

Han stares
after her thoughtfully, then turns his attention to the stuck lever.
He gives it a confident, mighty pull. It doesn't budge.

HAN
Chewie! Gimme a hand with this.

290. EXT BOG
- EDGE OF SWAMP CAMP - DUSK

A slight breeze moves the fog around in swirls. Artoo is all alone.
The swamp had become even more foreboding. A light slapping sound
can be heard across the water. The tiny droid's head zips around looking
for danger in every direction. He feels very alone, and attempts to
warm several of his utility arms in front of the thermal heater. He
whimpers a nervous little whistle.

291. EXT BOG MEADOW - CREATURE'S HOUSE - DUSK

The gnarled trees thin out around a small moss-covered knoll where
a strange, baroque mud house is built. The small, gnomish structure
radiates a warm glow from its thick-glassed windows.

292. INT CREATURE HOUSE

The inside
of the house is very plain, but cozy. Everything is in the same scale
as the creature. The only thing out of place in the miniature room
is Luke, who is cramped by the four foot ceiling. He sits crossedlegged
on the floor of the living room.

The creature
is in an adjoining area, which serves as the kitchen, cooking up some
incredible meal. The stove is a steaming hodgepodge of pots and pans.
The wizened little creature scurries about chopping this, shredding
that and showering everything with exotic herbs and spices. He rushes
back and forth putting platters on the table in front of Luke, who
watches the creature impatiently.

LUKE
(a little angry)
How could you know my father? You don't even know who I am.
(fed-up)
Can't we get on with this already?

The creature
turns away from Luke and speaks to a third party.

CREATURE
(irritated)
No good is this. This will not do. I cannot teach him. The boy has
no patience!

Luke's head
spins in that direction. He is startled to see the shimmering image
of Ben Kenobi.

LUKE
Ben!

Ben is focused
on the creature. They ignore Luke for the moment. The boy is bewildered,
but over the next few exchanges it dawns on him that the little creature
is YODA, the Jedi Master.

BEN
He will learn patience.

YODA
Much anger in him, like in his father.

BEN
We've discussed this before.

LUKE
I can be a Jedi. I'm ready.

Yoda sits across the table from Luke.

YODA
Ready are you? What know you of ready? I have trained Jedi for 800
years. My own counsel I'll keep on who is to be trained.

LUKE
Why not me?

YODA
To become a Jedi takes the deepest commitment, the most serious mind.

BEN
He can do it.

YODA
(to Ben, indicating Luke)
This one I have watched a long time. All his life has he looked away...
to the horizon, to the sky, to the future. Never his mind on where
he was, on what he was doing. Adventure, excitement...
(turning to Luke)
A Jedi craves not these things!

Luke looks
down, knows it's true.

LUKE
I have followed my feelings.

YODA
You are reckless!

BEN
He'll learn.

YODA
He's too old. Yes. Too old to start the training.

Luke thinks
he hears a tiny softening.

LUKE
But it hasn't been wasted time. I've learned much already.

Yoda turns
his piercing gaze on Luke, as though the Jedi Master's huge eyes could
somehow determine how much the boy has learned. After a long moment,
the little creature turns toward Ben, who meets his look evenly and
seems almost to nod.

YODA
Will he finish what he begins?

BEN
We've come this far... He is our only hope.

Yoda concedes
with a resigned look and Ben's image fades away. Yoda continues to
stare at the spot for a long time.

LUKE
I will not fail you. I'm not afraid.

YODA
(turns slowly toward him)
You will be, my young one. Heh. You will be.

The Dark Lord,
Darth Vader, is alone in his chamber. A STRANGE SOUND is heard and
light begins to play across Vader's black figure. He looks up and
bows quickly.

A twelve foot
hologram of the GALACTIC EMPEROR materializes before Vader. The Emperor's
face cannot be seen, for it is shrouded in dark robes with a monk's
hood, reminiscent of the cloak worn by old Ben Kenobi. His voice is
even deeper and more frightening than Vader's.

EMPEROR
You may rise, my servant.

Vader rises,
but he is afraid of his master and continually looks at his feet.

VADER
What is thy bidding, My Master?

EMPEROR
There is a grave disturbance in The Force.

VADER
I have felt it.

EMPEROR
Our situation is most precarious. We have a new enemy who could bring
about our destruction.

VADER
Our destruction? Who?

EMPEROR
The son of Skywalker. You must destroy him... or he will be our undoing.

VADER
He's not a Jedi, he's just a boy. Obi-wan could not have taught him
so much that...

EMPEROR
You are weak! I have seen it. The Force is strong with him. He must
be destroyed.

VADER
But, if he could be turned, he would be a powerful ally.

EMPEROR
(a long pause)
Yes... yes. That would be a great asset.

VADER
He will join us or die, My Master.

Vader kneels.
The supreme Emperor passes a hand over the crouched Lord of the Sith
and fades away.

295. EXT MILLENNIUM FALCON - ASTEROID CAVE

The pirate
starship rests in a dark, dripping asteroid cave. It is so dark, the
exact dimensions are impossible to determine.

296. INT COCKPIT - MILLENNIUM FALCON

The cockpit
is quiet and lit only by the indicator lights on the control panel.
Princess Leia is sitting alone in the pilot's seat. She runs her hand
across the control panel as she thinks of Han, and the confusion he's
created within her.

Something catches her eye outside the cockpit window. With the reflection
of the dash lights, it's hard to make out what it is. She moves closer
to the glass and peers into the gloom. Suddenly, there are two large
yellow eyes staring back at her. Leia is startled and jumps back into
her seat, her heart pounding. There is a SCURRY of feet and a loud
SCREECH, the eyes are gone.

The young
Princess catches her breath, jumps out of her chair and races from
the cockpit.

297. INT MAIN HOLD AREA

The lights
go bright for a second, then go out again. Threepio turns to Chewbacca
who is looking over his shoulder at the control panel. Han finishes
with some wires.

THREEPIO
Everything checks out here. If I might say so, I believe that should
do it.

The Wookiee
BARKS and turns as Leia rushes into the cabin. Han drops the final
floor panel into place.

LEIA
There's something out there!

HAN
Where?

LEIA
Outside, in the cave.

There's a
sharp BANGING on the hull. Chewie looks up and BARKS.

THREEPIO
It sounds like it's trying to get in.

HAN
I'm going to see what it is.

LEIA
Are you crazy!

HAN
Look, we just got this bucket going again. I'm not about to let some
varmint tear it apart...

He grabs a breath mask off a rack and the Wookiee does likewise. Leia
follows.

LEIA
If there's more than one, you're going to need help.

Threepio looks
around and sees that he's been deserted.

THREEPIO
But that leaves me here all alone!

298. EXT MILLENNIUM FALCON - ASTEROID CAVE

It is very dark and dank inside the huge asteroid cave. Too dark to
see what is tearing apart the ship. Chewie BARKS through his face
mask, and points over the jutting cockpit. A five foot shape can be
seen moving across the top of the Falcon. The leathery creature lets
out a screech as Han blasts it with a laser bolt. The black shape
stumbles, then tumbles off the spaceship and lands at the feet of
the Princess. She leans over and studies the thing.

LEIA
Looks like some kind of Mynock.

HAN
(looking around)
There will be more of them. They always travel in groups. And there's
nothing they like better than to attach themselves to ships. Just
what we need right now.

Leia stamps
her foot on the floor of the cave.

LEIA
This asteroid has the strangest consistency... Look at the ground,
it's not like rock at all.

Han kneels
and studies the ground, then attempts to study the outline of the
cave. There is a Mynock screech in the distance.

HAN
There's an awful lot of moisture in here.

Han unholsters
his blaster and fires at the far side of the huge cave. Moments later
the cavern begins to shake and the ground begins to buckle.

HAN
I was afraid of that...

Chew BARKS
and starts for the ship. Leia and Han follow quickly.

299. INT MILLENNIUM FALCON ENTRY - HOLD AREA

As soon as
Han and Leia are on board, Chewie closes the main hatch. The ship
continues to shake and heave.

HAN
Chewie, fire her up! We're getting out of here.

Threepio and
the Wookiee head for the cockpit as Han rushes to the control panel
in the hold area and checks the scopes. Leia follows.

LEIA
It's just another tremor the Empire is still out there. I don't think
it's safe to.

Han rushes
past her and heads for the cockpit.

HAN
There's no time to discuss this in committee.

And with that
he's gone. The main engines of the Falcon begin to whine. She races
after him, bouncing around in the shaking ship.

LEIA
(angry)
I am not a committee!

300. INT COCKPIT - MILLENNIUM FALCON - CAVE

Han is already in the pilot's seat pulling back on the throttle. The
earthquake begins to stop. Leia enters.

LEIA
Those Star Destroyers will spot us long before you can get into light
speed. You can't make the jump in this asteroid field.

HAN
Strap yourself in, sweetheart, we're taking off!

LEIA
But the tremors have stopped.

The ship begins
to move forward, the sides of the cave move away. Chewie barks as
he notices something out the window ahead.

301. INT COCKPIT - MILLENNIUM FALCON - CAVE - POV

INT MILLENNIUM
FALCON COCKPIT, POV out window of row of jagged white stalagmites
and stalactites surrounding the entrance. The entrance of the cave
is growing smaller.

302. INT COCKPIT - MILLENNIUM FALCON - CAVE

Han pulls
hard on the throttle as the ship surges forward.

HAN
I see it Chewie, hang on.

LEIA
The entrance is collapsing!

THREEPIO
We're doomed. Goodbye, Mistress Leia. Goodbye, Captain...

HAN
Not collapsing, honey. It's closing! This is no cave...

LEIA
What??

THREEPIO
Oh my, no!

Leia's mouth
drops open as the rocks of the cave entrance are revealed to be giant
teeth quickly closing around the tiny ship. Chewie HOWLS.

HAN
Bank, Chewie!

303. EXT MILLENNIUM FALCON - INT MONSTER MOUTH

FULL SHOT
inside monster's mouth as the Millennium Falcon rolls on its side
and barely makes it between two of the monster's teeth before the
huge jaw slams closed.

304. EXT CAVE
ENTRANCE - ASTEROID CRATER

FULL SHOT
- The monstrous slug-type creature moves its head out of the cave
as the Falcon flies out of its mouth into relative safety. The monster
tilts its head as it watches the starship fly away.

305. EXT MILLENNIUM FALCON - GIANT ASTEROID

FULL SHOT
- The Falcon races out of the asteroid crater into the deadly rain
of the asteroid storm. From monster's POV.

306. EXT YODA'S BOG (MONTAGE) - DAY - DAGOBAH

Yoda is sitting
on a branch high in one of the bog's weird trees. His legs straddle
the branch and clasped in his webbed feet is Luke's laser sword. On
the ground below, Luke sets himself up and jumps toward Yoda. He jumps
incredibly well for a human, but it doesn't bring him close to his
object.

306X. EXT BOG CLEARING - SWAMP - DUSK - DAGOBAH
(formerly part 310)

Luke runs
through the dense jungle on the last leg of what must have been quite
a marathon. Yoda rides in a pouch on Luke's back. The young apprentice
is sweaty and exhausted. He stumbles into the clearing where Artoo
has been patiently waiting. As Luke is about to collapse, Yoda throws
a small metal bar in front of him. Luke ignites his laser sword and
swings at it. He missed and the bar falls to the ground. Luke does
too.

At the edge
of a wide pond, Yoda sits on a log. In his mouth is a Gimer Stick,
a short twig with three little branches at the far end. Luke is nowhere
in sight, but now we begin to hear the sound of someone crashing through
the foliage. Suddenly Luke appears on the far side of the pond at
a run and leaps out toward Yoda. It's an extraordinary leap, but he
falls short by six feet, creating a huge splash, which drenches Yoda
and his Gimer Stick.

308X. EXT YODA'S BOG (MONTAGE) - DAY - DAGOBAH
(formerly 307)

In the bog
clearing, Yoda and Luke sit facing two bowling ball-size rocks. Artoo
observes from the side. Luke stares at the rocks, Yoda stares at Luke.
Slowly, one of the rocks lifts from the ground and floats up to rest
on the other. Luke smiles with satisfaction and turns to Yoda for
approval. The floating rock tumbles off. Artoo beeps his review.

Luke's face
is upside-down and showing enormous strain. Soon we see why. He is
standing on his hands and Yoda is perched up on Luke's feet. Yoda
taps Luke's leg. Luke focusing and quickly removes one hand. His body
wavers, but he maintains his balance.

Artoo races
up to his master whistling and beeping like mad. Luke is trying to
maintain his balance, desperately and finally collapses. Yoda jumps
clear.

LUKE
(a little annoyed)
Oh, Artoo, what is it?

310X. EXT BOG CLEARING - SWAMP - DUSK - DAGOBAH
(formerly part 310)

Artoo runs
around in circles, chirping frantically, then scoots over to the edge
of the swamp where the X wing fighter has sunk almost from sight.
Luke rushes to the water's edge.

LUKE
Oh no. We'll never get it out now.

Yoda stamps
his foot in irritation.

YODA
So sure are you? Tried have you? Always with you it can't be done.
Hear you nothing that I say?

Luke looks
uncertainly out at the ship.

LUKE
Master, moving rocks is one thing, but this is a little different.

YODA
(irritated)
No! No different! The differences are in your mind. Throw them out!
No longer of use are they to you.

LUKE
(focusing, quietly)
Okay. I'll give it a try.

YODA
No. Try not. Do, do. Or do not. There is no try.

Luke closes
his eyes and tries to think the ship out.

311. EXT SWAMP - X WING FIGHTER - DUSK

The fighter
begins to shake a little, but doesn't rise.

312. EXT BOG CLEARING - SWAMP - DUSK

Luke tries
as hard as he can.

LUKE
I can't. It's too big.

YODA
Size has no meaning. It matters not. Look at me. Judge me by my size
do you?

Luke shakes
his head no.

YODA
And well you shouldn't. For my ally is The Force. And a powerful ally
it is. All of life feeds it and makes it grow. Its energy surrounds
us and binds us. Luminous beings are we...
(Yoda pinches Luke's skin)
... not this crude matter.
(a sweeping gesture)
Feel it you must. Feel the flow. Feel The Force around you...
(gesturing)
... Here, between you and I and that tree and that rock...

Yoda indicates
the vicinity of Artoo, whose head spins around looking for The Force.

YODA
... Yes, everywhere, waiting to be felt and used... Yes, even between
this land and that ship!

313. EXT SWAMP - BEACH - X WING FIGHTER - DUSK

With that,
Yoda, Jedi master, raises his arm. The huge X wing fighter moves magically
out of the muddy swamp and lands gently on the shore.

Vader stands
in the back control area of the bridge with a motley group of men
and creatures. Admiral Piett and one of his star captains stand at
the front of the bridge and watch the group with scorn.

ADMIRAL PIETT
Bounty hunters! Why should he bring them into this? The rebels won't
escape us...

A CONTROLLER
interrupts.

CONTROLLER
Sir, we have a priority signal from the Star Destroyer Vengeful.

The group
standing before Vader is a bizarre array of galactic fortune hunters:
there is BOSSK, a slimy, tentacled monster with two huge, bloodshot
eyes in a soft baggy face; TUCKUSS and DENGAR, two battle-scarred,
mangy human types; IG-88, a battered, tarnished chrome war droid;
and BOBA FETT, a man in a weapon-covered armored space suit.

VADER
... there will be a substantial reward for the one who finds the Millennium
Falcon. You are free to use any methods necessary, but I want proof...
no disintegrations.

At that moment,
Admiral Piett approaches Vader in a rush of excitement.

ADMIRAL PIETT
My Lord, we have them!

317. EXT MILLENNIUM FALCON - STAR DESTROYER - ASTEROID BELT

FULL SHOT,
asteroid field, of the Millennium Falcon followed by a firing Imperial
Star Destroyer, head to camera. A large asteroid about the same size
as the Falcon tumbles over camera and toward the Falcon, covering
it from view. The tiny starship banks to miss the giant asteroid as
smaller rocks pelt its surface and it roars under camera. The asteroid
grows small in the distance as it explodes harmlessly on the Star
Destroyer.

318. INT COCKPIT - MILLENNIUM FALCON - ASTEROID BELT

INT COCKPIT,
OVER THE SHOULDER, of the asteroid storm and flak.

319. INT COCKPIT - MILLENNIUM FALCON - ASTEROID FIELD

The ship shudders
as flak explodes near the cockpit window. Threepio is watching a tracking
scope of the side control panel. Leia watches tensely out the window.

THREEPIO
I can see the edge of the asteroid field, sir.

HAN
Good. Soon as we're clear, we'll kick this baby into hyperdrive.

320. EXT MILLENNIUM
FALCON - STAR DESTROYER - SPACE

FULL SHOT
- The Millennium Falcon races past camera, right to left, followed
by the Star Destroyer, firing away.

321. INT COCKPIT - MILLENNIUM FALCON - SPACE

Chewie BARKS
excitedly as the rain of asteroids begins to subside. A bolt from
the Star Destroyer creates a huge explosion on the back side of the
Millennium Falcon. The ship lurches to one side.

322. EXT MILLENNIUM FALCON - STAR DESTROYER - SPACE

FULL SHOT
- The Falcon going from camera is hit by a bolt from the Star Destroyer,
creating a huge explosion on the back side of the Falcon. The ship
lurches to one side, then rights itself. End asteroid storm.

323. INT COCKPIT - MILLENNIUM FALCON - SPACE

Han corrects
the attitude of the ship. Chewie WHINES.

HAN
I'm with you, Chewie. Let's vacate the area. Stand-by for light speed.
This time they get the surprise. Hang on...

324. INT COCKPIT - MILLENNIUM FALCON - SPACE

INT COCKPIT,
OVER THE SHOULDER - Han pulls back on the hyperspace throttle and
nothing happens. Flak bursts continue outside.

325. INT COCKPIT - MILLENNIUM FALCON - SPACE

Han is frantic.

HAN
This isn't fair!

Chewie is
very angry and starts to GROWL and BARK at his friend and captain.
Han desperately pulls back on the throttle again.

HAN
(sheepish on the defensive)
Couldn't be, I checked the transfer circuits, just like you said!

HAN (Continued)
(Chewie barks)
I tell you this time it's not my fault. I'm sure I checked it.

LEIA
(almost expecting it)
No lightspeed?

HAN
It's not my fault. I can't understand it!

THREEPIO
Sir, we've lost the rear deflector shield. One more direct hit on
the back quarter and we're done for.

THREEPIO
Sir, if I might point out, the odds of surviving a direct assault
on an Imperial Star Destroyer are...

Chewie BARKS
and the golden droid shuts up.

326. INT COCKPIT - MILLENNIUM FALCON - POV - SPACE

INT COCKPIT,
POV of flak, banking as the Falcon makes a steep turn.

327. EXT SPACE - MILLENNIUM FALCON - STAR DESTROYER

FULL SHOT
- The Falcon races past camera, right to left. Pan as the starship
does a twisting turn and heads back over camera.

328. EXT SPACE
- MILLENNIUM FALCON - STAR DESTROYER

FULL SHOT
- Moving toward the Star Destroyer as the Falcon races over camera
and away, becoming very small against the massive surface of the Star
Destroyer. Flak.

329. EXT MILLENNIUM FALCON - STAR DESTROYER SURFACE - SPACE

FULL SHOT
- TRUCKING with the Falcon across the surface of the Star Destroyer
as it is bobbing and weaving to avoid the numerous flak bursts. The
Falcon flies over camera.

330. INT IMPERIAL STAR DESTROYER NO. 2 BRIDGE

INT STAR DESTROYER
BRIDGE, POV of stars as tiny Falcon heads at camera, stars and window
in foreground.
Lots of excitement on the bridge of the Star Destroyer as the tiny
spaceship races low across the hull headed directly at the huge windows
of the bridge area. Alarms go off everywhere.

DECK OFFICER
He's coming in too low to hit!

TRACKING OFFICER
We're going to collide!

CAPTAIN NEEDA
Shields up? He's insane!

DECK OFFICER
Look out!

331. INT IMPERIAL STAR DESTROYER NO. 2 - BRIDGE - ANOTHER ANGLE

INT BRIDGE,
window with the Falcon racing at the window as the officers duck.
At the last minute, the Falcon veers off and out of sight. Stars,
all is quiet.

CAPTAIN NEEDA
Track them, they may come around for another pass.

TRACKING OFFICER
That's strange.

CAPTAIN NEEDA
What is it?

TRACKING OFFICER
The ship doesn't appear on any of our scopes.

CAPTAIN NEEDA
It couldn't have disappeared... Could a ship that small have a cloaking
device?

DECK OFFICER
No, sir... Maybe they went into light speed at the last minute.

CAPTAIN NEEDA
Then why did they attack? They could have gone into hyperspace when
they cleared the asteroid field.

TRACKING OFFICER
Well, there's no trace of them, sir, no matter how they did it. The
only logical explanation is that they went into lightspeed...

DECK OFFICER
Sir, Lord Vader demands an update on the pursuit... What should he
be told?

The captain
looks at his aide with a resigned expression.

CAPTAIN NEEDA
I am responsible for this. Get the shuttle ready. When we rendezvous
with Lord Vader, I will apologize to him myself... Turn around and
scan the area one more time.

332. EXT SWAMP - BOG - DUSK

Luke lies
motionless in the mud with Artoo leaning over him. Two glowing balls
about the size of baseballs hover above them like mosquitoes and occasionally
the angry Artoo swats at them; they move just out of the stubby droid's
reach. Artoo whistles to his master several times, but gets no response.
Artoo turns toward Yoda, who is sitting quietly nearby chewing on
his Gimer Stick, and begins to furiously beep and scold the little
Jedi Master.

Artoo turns back to Luke. A small metal electrode projects out of
Artoo and rests on Luke's chest. There is a concerned whistle from
the droid, a short electronic yap, and Luke jumps awake with a start.
The young Jedi shakes his head clear and rubs his shoulder. He is
very angry; his glare moves between Yoda and the two glowing balls.

YODA
(jovial)
Concentration. Heh? Concentration.

LUKE
(pissed)
I thought those seekers were set for stun!

YODA
That they are.

LUKE
They're a lot stronger than I'm used to.

YODA
That would matter not were The Force flowing through you. Higher you'd
jump! Faster you'd move! Open yourself to The Force you must.

Artoo scoots
away as the fed-up Luke grabs his laser sword from the mud, ignites
it and jumps up.

LUKE
I'm open to it now! I feel it. Come on you little flying blasters!

As he moves
toward the hovering balls with a poised saber and ferocious look,
they draw away, retreating to the area around Yoda's head.

YODA
No, no. This will not do. Anger is what you feel.

LUKE
But I feel The Force flowing!

YODA
Anger, fear, aggression! The dark side of The Force are they. Easily
they flow... quick to join you in a fight. Beware, beware, beware
of them. A heavy price is paid for the power they bring.

Luke lowers his light saber, confused.

LUKE
Price? What do you mean?

YODA
The dark side beckons. But if once start down the dark path, forever
will it dominate your destiny. Consume you it will... as it did Obi-wan's
apprentice.

LUKE
Lord Vader... Is the dark side stronger?

YODA
No, no. Easier, quicker, more seductive.

LUKE
But how am I to know the good side from the dark?

YODA
You will know. When you are at peace... calm... passive. A Jedi uses
The Force for knowledge and defense. Never for attack.

LUKE
But tell me why...

YODA
No! Nothing more will I tell you now. Clear your mind of questions...
Quiet now be... at peace...

Luke stops
protesting, relaxes his body.

YODA
... Yes... calm...

Luke closes
his eyes, tries to clear his thoughts.

YODA
(soothing)
... passive... Let yourself go...

After a long
moment, Yoda makes the tiniest little gesture and the two glowing
balls near his head race toward Luke, firing stun bolts. Luke immediately
springs to life, but in a lovely, graceful way. He moves incredibly
fast, deflecting bolts thrown at him from all directions, jumping
incredibly high.

The seeker attack stops as suddenly as it started and the two balls
retreat to either side of Yoda's head. Artoo lets out a sigh and shakes
his head. Luke grins proudly at Yoda who continues to chew away.

YODA
Much progress do you make, young one. Stronger do you grow.

Luke is bursting
with his achievement as two more glowing seekers float into view from
behind Yoda's back, making a poised line of four above Yoda. Luke's
grin melts away.

333. EXT VADER'S STAR DESTROYER - SPACE

FULL SHOT
- Fleet around Vader's Star Destroyer with second Star Destroyer in
the foreground.

334. INT VADER'S STAR DESTROYER BRIDGE - CONTROL DECK

The dead body
of Captain Needa lies at the feet of Darth Vader. Two stormtroopers
pick it up and carry it quickly away as Admiral Piett and two of his
captains hurry up to the Dark Lord.

ADMIRAL PIETT
Lord Vader, our ships have completed their scan of the area and found
nothing. The Millennium Falcon definitely went into lightspeed. It's
probably on the other side of the galaxy by now.

VADER
Alert all commands. Calculate every possible destination along their
last known trajectory and disburse the fleet to search for them. Don't
fail me again, Admiral, I've had quite enough!

ADMIRAL PIETT
Yes, My Lord. We'll find them.

The Admiral
turns to and aide, a little more worried than when he arrived.

ADMIRAL PIETT
Deploy the fleet.

335. EXT IMPERIAL FLEET - SPACE

FULL SHOT
- Imperial fleet as Vader's ship moves away with the smaller ships.
Into the foreground, from the bottom, comes a huge Star Destroyer
which moves into the distance.

336. EXT STAR DESTROYER SURFACE - MILLENNIUM FALCON - SPACE

MED SHOT of
Star Destroyer bridge as camera trucks into the Millennium Falcon,
clinging to the side of the ship.

337. INT COCKPIT - MILLENNIUM FALCON - SPACE

INT FALCON
COCKPIT, stars moving slowly.

Everyone is
hanging in their chairs sideways. Threepio is shut down. Leia glances
at him.

LEIA
You could have warned him before you shut him off.

HAN
Oh, so sorry! Didn't mean to offend your droid. You think braking
and shutting down in that amount of time is easy?

Han points
to a configuration of small light points on a computer map screen
on the control panel. Leia slips out of her chair and moves next to
the handsome pilot. Several systems flash by on the computer screen.

HAN
Funny, I have the feeling I've been in this area before. Let me check
my logs.

LEIA
You keep logs? My, how organized.

HAN
Well, sometimes... Ah-hah, I knew it! Lando Calrissian.

LEIA
Never heard of that system.

HAN
Lando's not a system, he's a man. A gambler, con-artist... allaround
scoundrel...
(winks at Leia)
... your kind of guy. The system is called Bespin. It's a ways from
here, but reachable.

LEIA
(reading from the computer)
A mining colony.

HAN
A Tibanna gas mine. Lando won it in a sabacc match, or so he claims.
Lando and I go way back.

LEIA
Can you trust him?

HAN
No. But he has no love for the Empire, that much I know...

Chewie BARKS
something on the intercom. Han quickly changes his readouts and stretches
to look out the cockpit window.

HAN
I see it, Chewie, I see it... Prepare the manual release.
(turns to Leia)
Here goes nothing, sweetheart.

Han leans
back in his chair and gives her an inviting smile. She thinks for
a moment, shakes her head; a grin creeps across her face and she gives
him a quick kiss.

LEIA
You do have your moments... Not many, but you do have them.

HAN
Let 'er go, Chewie.

338. EXT IMPERIAL STAR DESTROYER - SPACE

FULL SHOT
- Space and Star Destroyer moving slowly away from camera. Junk begins
to trail out of the ship and float over camera as the Falcon tumbles
by. The Star Destroyer roars and zooms into hyperspace.

339. EXT MILLENNIUM FALCON - JUNK - BOBA FETT SHIP - SPACE.

FULL SHOT
- Junk over camera. Going away, the Falcon starts engines and races
off into the distance. The junk slowly drifts away. Boba Fett's ship
appears in the foreground and moves after the Falcon.

340. EXT BOG TRAIL - DUSK

Luke runs
through the Bog, jumping incredibly high over roots, doing amazing
double flips across mud holes, racing in and out of the heavy ground
fog. Yoda again rides on Luke's neck.

Yoda tosses a silver bar high above Luke, but behind him. The young
warrior instantly turns and cuts the bar into four pieces. Yoda is
pleased, but Luke is suddenly distracted, wary.

YODA
Four this time! The Force you feel.

LUKE
Yes... I also feel danger... death. Something's not right.

Luke turns
to see a huge, tangled, dead black tree. It's base is surrounded by
a few feet of water. Giant, twisted roots form a dark and sinister
cave near one side. Luke lets Yoda down to the ground. He stares at
the tree, breathing hard.

LUKE
You brought me here purposely.

Yoda sits
on a large root, pulls out his chew stick.

LUKE
I feel cold.

YODA
This tree is strong with the dark side of The Force. A servant of
evil it is. Into it you must go.

LUKE
What's in there?

YODA
Only what you take with you.

Luke looks
warily between the tree and Yoda. He ignites his light saber and steps
into the water.

YODA
Your weapon... you won't need it.

Luke gives
the tree a long look, then shakes his head "no." Yoda shrugs.
Luke wades across the water and steps into the darkness of the cave.

341. INT TREE
CAVE - DAGOBAH

Luke moves
into almost total darkness. It's wet and slimy. The young Jedi can
barely make out the edge of the passage. Suddenly, he is enveloped
by a thick spider web-like membrane. He thrashes to clear himself
and cuts through it with his laser sword. When he is free of it, he
holds the saber out before him. Five inches from his face, a beetle
the size of Luke's hand scurries up the wall to join its mates. Luke
draws back only a moment, then pushes deeper into the cave.

The space
widens around him, but he can feel that rather than see it. His sword
casts the only light. Luke peers into the darkness. It has become
very quiet here. There is a long, long beat.

A loud HISS!
Darth Vader appears across the blackness, illuminated by his just-ignited
laser sword. Immediately, he charges Luke, saber before him. He is
upon him in seconds, but Luke sidesteps perfectly and slashes at Vader
with his sword.

Vader is decapitated.
His head and helmet fly from his shoulders as his body disappears
into the darkness. The metallic BANGING of the helmet fills the cave
as Vader's head spins and bounces, smashes on the floor and stops.
For one instant it sits whole on the floor. Then it cracks vertically.
The black helmet and breath mask fall away to reveal... Luke's head.

Across the
space, the standing Luke gasps at the sight, wide-eyed in terror.

The decapitated
head fades away, as in a vision.

342. EXT OUTSIDE THE TREE - DUSK

Yoda sits
on the root, calmly chewing on his Gimer Stick.

343. EXT MILLENNIUM FALCON - BESPIN SYSTEM

FULL SHOT
- The powerful pirate starship over camera as it heads toward the
soft pink planet of Bespin. Planet is about 25 per cent of frame -
moons.

344. EXT MILLENNIUM FALCON - BESPIN SURFACE

FULL SHOT,
TRUCKING - Bespin's surface. It is dawn on the gaseous planet. Huge
billowing clouds form a canyon as the ship banks around them and past
camera.

345. EXT MILLENNIUM
FALCON - TWIN CARS - CLOUDS - BESPIN

TRUCKING, FULL SHOT of Falcon moving right to left in distance as
a twin pod cloud car races over camera and toward the Falcon.

346. EXT MILLENNIUM FALCON - TWIN CAR - CLOUD CITY - BESPIN

FULL SHOT,
TRUCKING with the Falcon coming to camera as the cloud car banks in
from the right and pulls along side on the left. Falcon slowly gains
on camera and goes overhead.

FULL SHOT
- Camera moves through clouds to reveal the city in a long shot. We
see the ball at the bottom as it bobs in and out of the cloud surface.
The cloud car and the Falcon pass over camera and head for the city.

350. EXT MILLENNIUM FALCON - CLOUD CAR - CLOUD CITY - PANNING SHOT

FULL SHOT
- Ships come to camera, PAN as they pass on left to closer view of
city as ships grow small.

351. EXT LANDING PLATFORM - MILLENNIUM FALCON - CITY

HIGH ANGLE
- With cloud car near camera and Falcon dives into the distance, landing
on one of the tiny city platforms. Several ships in background.

352. INT CORRIDOR - CLOUD CITY - DAY - BESPIN

LANDO CALRISSIAN,
a suave, dashing black man in his thirties leads a group of aides
and bodyguards toward the landing platform. The group, like the other
citizens of the city, is a motley collection of aliens, blacks, humanoids,
whites and Orientals. Lando has a grim expression on his face as he
exits onto the landing platform.

Han and Leia
stand at the open door, armed. Behind them stands Chewie, also armed.
They survey the scene warily. A dawn wind whips at Lando and his troops
as they march across the narrow bridge leading to the landing platform.

Han walks
down the ramp, followed by Chewie. Lando has a pleased, proprietory
look on his face as he gazes at the ship, which fades to a neutral
look as he stops ten feet from Han. The two men eye each other carefully.
Lando just shakes his head.

LANDO
Why you slimy, double-crossing no-good swindler... am I glad to see
you.

HAN
(skeptical)
No hard feelings?

LANDO
Are you kidding?

HAN
I always said you were a gentleman.

LANDO
I'll bet.

The two old
friends embrace, laughing and chuckling.

LANDO
How you doing, Chewbacca? Still wasting your time with this clown,
eh?

CHEWIE
Growls a reserved greeting.

LANDO
(not understanding)
Right.

Leia starts
down the ramp, followed by Threepio. Lando glances up at her and does
a slow take.

LANDO
Hello! What have we here? Welcome, I am Baron Lando Calrissian, Administrator
of this facility... and who might you be?

LEIA
You may call me Leia.

Lando bows
before Leia and kisses her hand.

THREEPIO
And I am See-Threepio, human-cyborg relations, at your...

Before Threepio
can finish his introduction, Han has put his arm around Lando and
steered away from Leia, back toward the city.

HAN
She's traveling with me, Lando and I don't intend to gamble her away,
so you might as well forget she exists.

Lando glances
longingly over his shoulder at Leia who is following behind the two
old friends.

LANDO
That won't be easy, my friend... What brings you here, anyway?

HAN
Repairs...

LANDO
(mock panic)
What have you done to my ship?

Han smiles,
explains over his shoulder to Leia.

HAN
Lando used to own the Falcon. And he sometimes forgets that he lost
it fair and square.

Lando concedes this with a little gesture, speaks to Leia.

LANDO
That ship saved my life a few times. It's the fastest hunk of machinery
in the galaxy.
(to Han)
What's wrong with her?

HAN
Hyperdrive.

LANDO
I'll have my people get to work on it right away. Hate the thought
of the Millennium Falcon without her heart.

354. INT CORRIDOR - CLOUD CITY

The group
has crossed the narrow bridge and entered the city. They walk down
the lovely art-deco passageway, rounding several corners and passing
many small plazas as they go. Threepio legs a bit behind.

HAN
How's your mining operation going?

LANDO
Not as well as I'd like. We're a small outpost and not very selfsufficient.
I've had supply problems of every kind and...
(catches Han grinning at him)
What's so funny?

HAN
Nothing. I never would have guessed that underneath that wild schemer
I knew was a responsible leader and businessman... But you wear it
well.

Lando is reflective,
he looks at Han a moment.

LANDO
Seeing you sure brings back a few things...
(shakes his head)
Yeah, I'm responsible these days. It's the price of success. And you
know what, Han, you were right all along. It's over-rated.

Han and Lando laugh together. As the lagging Threepio passes a doorway,
he hears the muffled beeping and whistling of an R-2 unit.

355. INT SIDE CORRIDOR - CLOUD CITY

Threepio enters
the off-shoot corridor.

THREEPIO
Oh, an R-2 unit, I'd almost forgotten what they sound like...

As Threepio
is about to reach another doorway, the door to the main passage closes
behind him. He looks into the room.

THREEPIO
Oh my!... Those look like...

A laserbolt
to Threepio's chest sends him flying in twenty directions. Smoldering
mechanical arms and legs bounce off the walls.

356. INT CORRIDOR - CLOUD CITY

Lando, Han
and Leia continue down the corridor unaware of Threepio's demise.
Chewbacca glances around, sniffs the air, but shrugs his shoulders
and follows the group.

357. EXT YODA'S BOG (MONTAGE)

Again Yoda
sits on the high branch with Luke's laser sword clasped in his webbed
feet. Far below, Luke sets, then jumps. This time he not only grabs
the sword but soars an extra couple feet, high enough to flash a quick
grin at Yoda, eye to eye.

358. EXT YODA'S BOG (MONTAGE)

Luke is standing
on one hand again, with Yoda perched up on his feet. But now Luke's
face shows less strain, more concentration. Suddenly, Luke holds his
four fingers off the ground. He is balancing on his thumb.

359. EXT BOG
- SWAMP - DUSK - DAGOBAH

Artoo is busy
washing down the X wing fighter. A powerful stream of water sprays
from a nozzle in the droid's side, while a hose from his other side
trails off into the watery swamp. Luke and Yoda are sitting in the
camp facing each other. The young warrior's eyes are closed.

YODA
Be calm. Through The Force, things you will see: other places, other
thoughts, the future, the past, old friends long gone.

BEN'S VOICE
How's the boy doing?

YODA
A most gifted apprentice... if concentrate he would!

Luke turns
to see the image of Ben fade away.

LUKE
Ben? Ben?

YODA
Free your mind and return he will.

LUKE
My mind fills with so many images.

YODA
Control, control you must learn of what you see. Not easy, not fast.

LUKE
I see a city in the clouds.

YODA
Bespin. I see it too... Friends you have there, heh? Concentrate and
see them you will.

LUKE
I see them!... They're in pain... they're suffering.

YODA
It is the future you see.

As Luke moans, Artoo stops his work and rushes over to his master
and starts beeping angrily at Yoda, crowding him.

LUKE
Will they die?

YODA Difficult
to see. Always in motion is the future... Back away, little machine!

Yoda lifts
his hand towards the pushing droid and Artoo lets out a quick shriek
of shock and moves away, mumbling and looking back at Yoda. Luke has
started to gather up his things.

LUKE
They're my friends.

YODA
Foreknowledge is helpful, but painful sometimes and dangerous too.
You have far to go in your training.

Luke is stopped
cold by Yoda's words. Gloom shrouds him as he plops down and Artoo
comes over to comfort him.

359X. INT JUNK ROOM - CLOUD CITY - BESPIN

A room piled
high with broken or discarded parts. Chewie is poking around... seems
to find a piece that pleases him... tosses another part away. Moves
around a large piece, which partially obscures him - he lets out a
savage growl at what he sees.

360. INT LIVING QUARTERS - CLOUD CITY - DAY - BESPIN

Sunlight pours
through the skylight in a large art-deco living area onto which four
apartments open. Han slouches in a lounge chair with his feet on a
table. He aims his blaster at a glow globe and makes a firing sound
with his tongue. He turns to see Leia standing in the doorway to her
apartment.
Han is knocked out by the sight. He holsters his blaster distractedly
as he ogles the radiant Leia. She has changed from her cold weather
pants and jacket to a lovely dress. Her hair is up, tied with ribbons.

LEIA What are you staring at?

HAN
(ga-ga)
Who's staring?

LEIA
You look silly.

HAN
You look great.

LEIA
(embarrassed)
Has Threepio turned up yet?

HAN
Huh? Oh. Your droid's been gone too long just to be lost. He may have
gotten into some trouble. Chewie went to look for him.
(he pats a spot on his lounge)
Come over here. I want to check this out.

Leia thinks
it over a moment, then walks over and settles next to Han, who's overjoyed
with her apparent pliancy. he's about to envelop her when she throws
on the ice water...

The door slides
closed behind them, leaving the battered droid on the table.

361. INT CORRIDOR - CLOUD CITY - DAY

Leia walks
between Han and Lando as Chewie and the two bodyguards follow a short
distance behind. Long shafts of light pour across the corridor between
tall columns.

LANDO
... We are a free station and do not fall under the jurisdiction of
the Empire.

LEIA
You're part of the mining guild then?

LANDO
Not actually... Our operation is small enough not to be noticed, so
you might say we're enterprisers. Most of our trade is, well... unofficial.

362. EXT VERANDA - CLOUD CITY - DAY

The corridor
opens onto a veranda which overlooks the spiraled top of the city.

City Plaza
- as Lando and group pass. City in background with several cloud cars
flying around.

LEIA
It's a lovely outpost.

LANDO
Yes, we keep pollution down by having the power reactor far below
the city. It's connected by a transfer shaft.

363. INT CORRIDOR
- CLOUD CITY - DAY

They re-enter
the corridor and head for a huge doorway at the far end. Chewie begins
to sniff something.

CHEWIE
Barks at Han.

HAN
Not now, Chewie. Lando, aren't you afraid the Empire might discover
this little operation and shut you down?

LANDO
That's always been the danger. It's loomed like a shadow over everything
we've built here. But circumstances have developed which will insure
security. You see, I've just made a deal that will keep the Empire
out of here forever...

364. INT DINING ROOM - CLOUD CITY - DAY

The mighty
doors to the dining room slide open and the group enters the elegant
room. At the far end of a huge banquet table sits, Darth Vader. At
his side and slightly behind him is standing Bobo Fett, the bounty
hunter. Han gives Lando a mean look.

LANDO
Sorry friend, I had no choice. They arrived right before you did.

HAN
I'm sorry too.

Faster than
the wink of an eye, Han has drawn his blaster and popped off a couple
of quick shots directly at Vader. The Dark Lord quickly raises his
hand, deflecting the bolts into one of the side walls, where they
explode harmlessly. Just as quickly, Han's weapon zips out of his
grip and mysteriously flies across the room into Vader's hand. The
evil presence calmly places the gun on the table in front of him.

VADER
I'm glad you could join us. Have some nourishment, for it will be
your last meal.

365. EXT YODA'S
BOG (MONTAGE) - DAGOBAH

In the bog
clearing, Yoda watches as Luke stares at two equipment cases from
the supplies of his fighter. Artoo watches from nearby. Now the two
cases lift into the air and exchange places. Luke smiles to himself
feeling strong and playful. Now he lifts the two equipment cases again,
plus a bewildered, beeping Artoo, who is roughly the same size.

366. EXT YODA'S HOUSE (MONTAGE) - DAGOBAH

Luke is squatting
before Yoda's little stove, working over a chaos of steaming pots,
chopping, stirring and sprinkling in a manner strongly reminiscent
of Yoda, who, by the way, is not around. Suddenly a painful vision
fills Luke's mind; he winces and stops his cooking for a few moments.
It passes away, Luke shakes it off and goes back to his cooking. After
a few long beats, behind Luke's back and unseen by him, three of Yoda's
glowing-ball seekers float quietly into view. They pause, then race
toward Luke firing stun bolts. The young Jedi instantly twists to
face them, deflecting all the bolts with the pot lid in his left hand
and the spoon in his right.

367. EXT YODA'S HOUSE - DUSK - DAGOBAH

It is almost
dark... in the woods a tiny light moves towards us... finally we see
it is Artoo... he stops within sight of Yoda's house. A warm light
pours out of the house illuminating Luke who is asleep on the ground.
A blanket lies half-off Luke; Artoo carefully pulls it up to fully
cover Luke. As Artoo moves away Luke begins reacting to a nightmare.
He moans... opens his eyes wide and sits up. Yoda comes to the doorway
and looks out.

LUKE
(to Yoda)
I can't keep the vision out of my head... My friends... they're in
trouble... I feel that...

Suddenly the
shimmering image of Ben Kenobi appears before Luke.

BEN
... Luke, you must not go.

LUKE
But Han and Leia will surely die.

BEN
You don't know that. Even I cannot see their fate.

LUKE
I can help them!

BEN
You're not ready yet. You still have much to learn.

LUKE
I feel The Force.

BEN
But you cannot control it. This is a dangerous time for you, Luke.
You are now most susceptible to the temptations of the dark side.

YODA
Yes, yes. To Obi-wan you listen young one. The tree. Remember your
failure at the tree! Heh?

LUKE
I've learned so much since then. And I'll return to finish... I promise
that, master.

BEN
Will you? You underestimate The Emperor. It is you he wants... that
is why your friends suffer.

LUKE
And that is why I must go.

BEN
Luke, I will not lose you to the Emperor, as I lost Vader.

LUKE
You won't.

BEN
Only a fully trained Jedi Knight, with The Force as his ally, will
conquer Vader and his Emperor. If you end your training now, if you
choose the quick and easy path... as Vader did... you will become
an agent of evil... and the galaxy will be plunged deeper into the
abyss of hate, despair and pain that you feel your friends suffering
now.

YODA
Stopped they must be. Do you hear? On this all depends.

BEN
You are the last Jedi, Luke. You are our only hope. Be patient.

LUKE
And sacrifice Han and Leia?

YODA
If it must be. Yes.

Luke is in
great anguish. He struggles with the dilemma, a battle raging in his
head. But then there is a clearing in his expression, a choice made.

LUKE
I cannot. Ben, I must go. Now that I can see their suffering, I must
help...

Luke looks
for a long moment at Ben and Yoda. Then he turns and starts toward
his ship followed by his faithful droid. Yoda looks at Ben with a
certain irritation, but Ben is focusing on Luke. The old man's expression
is resigned.

367X. EXT X WING FIGHTER - EDGE OF WATER - DUSK - DAGOBAH

The fighter's
lights come on. Luke is in the process of hoisting a heavy case into
the belly of the ship by a cable. Artoo is on top of the ship settling
down into his place. Luke stops what he is doing as Ben appears. Yoda
steps into the light.

BEN
I cannot protect you, Luke. If you choose to face Vader, you will
do it alone. Once you've made this decision, I cannot interfere.

Artoo unfastens
power couplings on the ship.

LUKE I understand.
(to Yoda)
I'll be back, Master Yoda. I will finish what I have begun I give
you my word. Artoo, fire up the power converters.

ARTOO
Whistles a happy reply.

BEN
Luke, use The Force only for knowledge and for defense, not as a weapon.
Don't give in to hate or anger or fear... they lead the way to the
dark side...

Luke nods
and climbs back into his ship.

YODA
Strong is Vader. Clouded is your fate. Mind what you have learned...
Notice everything, everything! It can save you.

LUKE
I will, master, I will!

Artoo closes
the cockpit. Ben and Yoda stand watching as the roar of the engines
and the wind engulfs them.

YODA
Told you, I did. Reckless is he... Now things are going to worse.

BEN
The boy is our last hope.

YODA
No... there is another.

368. EXT PLANET DAGOBAH - SPACE

FULL SHOT
- Luke's tiny X wing rockets to camera, left to right, away from the
green planet of Dagobah.

369. EXT LUKE'S X WING - SPACE

FULL SHOT
- X wing, over camera and into space.

370. INT LARGE
CELL - CLOUD CITY - BESPIN

Chewie, huffing
and puffing, paces the cell in anger. He puts his ear to the wall,
hears nothing and goes back to an area where there are four beds.
A disassembled Threepio rests on one of the beds. The Wookiee picks
up the golden droid's head and meditates on it a few moments.

CHEWIE
Barks a few remarks of a philosophical nature.

Chewie sticks
the robot's head on its torso and starts adjusting wires and circuits.
Suddenly, the lights in Threepio's eyes spark to life as Chewie touches
two connectors together. Threepio immediately begins to speak, but
his voice is so slow and so low as to be unintelligible.

THREEPIO
Immmm-peer-eee-alll-storrr-mmmm-trooo...

Chewie looks
at Threepio in bewilderment, then scratches his furry head, gets and
idea and adjusts some connections. Threepio immediately begins speaking
normally.

The door to
another cell slides open and the muffled yells of Han Solo become
sharp, piercing screams of agony and pain. Darth Vader exits the cell
and is approached by Lando, Lando's aide, and Boba Fett.

VADER
Bounty hunter, if you are waiting for your reward, you will wait until
I have Skywalker.

BOBA
(a very tough customer)
I am in no hurry, Lord Vader. My concern is that Captain Solo not
be damaged. The reward from Jabba the Hutt pays double if he's alive.

VADER
His pain is considerable, bounty hunter, but he will not be harmed.

LANDO
What about Leia and the Wookiee?

VADER
You will find them well enough. But they must never again leave this
city.

LANDO
That was never mentioned. Neither was this bounty hunter taking Han.
I hope you haven't forgotten our bargain.

VADER
Good. It would be most unfortunate if I had to leave a permanent garrison
here.

Vader turns
and sweeps into the elevator with Boba Fett. Lando turns with his
aide and walks swiftly down another corridor.

LANDO
This deal's getting worse all the time.

AIDE
Maybe you should have argued with him.

Lando gives
his aide a look that speaks volumes, then walks a few steps in silence,
thinking.

LANDO
(finally)
I've got a bad feeling about this.

372. INT LARGE CELL

Chewie now
has a little more of Threepio back together. One arm is connected,
but his legs have yet to be attached. There is one small problem,
however; it appears the Wookiee has managed to put the droid's head
on backwards.

THREEPIO
Well, something's not right because now I can't see.
(Chewie barks and adjusts a wire)
There now, that's better, wait... Oh, my. What have you done? I'm
backwards! You flea-bitten furball! Only an overgrown mophead like
you would be stupid enough to put my head...

Threepio is
cut off in mid-sentence as Chewie deactivates a circuit and the droid
shuts down. The Wookiee smells something and sits up. The door to
the chamber slides open and a ragged Han Solo is helped into the room
by two Stormtroopers. The huge Wookiee gives him a hug as the Stormtroopers
leave. Han is very pale, with dark circles under his eyes.

CHEWIE
Barks his concern.

HAN
No, I'm alright. I'm alright.

Chewie BARKS
again as the door slides open revealing Leia. She looks a little worse
for war also. The troopers shove her into the cell, and the door slides
closed. Chewie helps her up and over to Han. The two lovers embrace,
kiss.

HAN
I was worried about you.

LEIA
I'm worried about all of us. I can't figure out what they're up to.

HAN
Me either. They had me howling on the scan grid, but they never asked
me any questions.

The cell door
slides open. Lando and two Bespin troops enter.

HAN
Get out of here, Lando!

LANDO
Shut up a minute and listen. I'm doing what I can to make this easier
for you.

HAN
This ought to be good.

LANDO
Vader agreed to turn Leia and Chewie over to me. They'll have to stay
here, but at least they'll be safe.

LEIA
What about Han?

LANDO
(to Han)
I didn't know you had a price on your head. Vader has given you to
the bounty hunter.

Leia looks
with concern to Han.

HAN
You don't know much about much if you think Vader won't want us dead
before this is over.

LANDO
He doesn't want you at all. He's after someone named Skywalker.

HAN
Luke? I don't get it.

Leia's mind
is racing.

LANDO
Lord Vader has set a trap for him and...

LEIA
... we're the bait.

HAN
All this just to get the kid? What's so important about him?

LANDO
Don't ask me, but he's on his way.

LEIA
Luke's coming here?

Lando nods.
Han's rage peaks.

HAN
You fixed us all pretty good...
(spits it out)
... friend!

Han hauls
off and punches Lando. The two friends are instantly engaged in a
frantic close quarters fight. The guards hit Han with their rifle
butts and he flies across the room. Chewie GROWLS and starts for the
guards. They point their laser weapons at the Giant Wookiee, but Lando
stops them.

LANDO
Don't shoot! I've done what I can for you. I'm sorry it's not better,
but I've got my own problems.
(turns to leave)
I've already stuck my neck out further than I should...

HAN
Yeah, you're a real hero.

Lando and
the guards leave. Han wipes the blood from his chin as Leia and Chewie
help him onto one of the bunks.

LEIA
(dabs at his wound)
You certainly have a way with people.

373. EXT LUKE'S X WING - SPACE - BESPIN SYSTEM

FULL SHOT
- X wing, past camera toward Bespin in the distance.

374. INT COCKPIT LUKE'S X WING - SPACE - BESPIN SYSTEM
374
Luke is grim-faced as he pilots his course to Bespin. Artoo beeps
and whistles to Luke which reads out on the scope.

Armor-suited
Stormtroopers rush about the large chamber, which is filled with pipes
and chemical tanks. In the middle of the room is a square pit housing
a hydraulic platform. Darth Vader and Lando stand near the platform.

VADER
The facility is crude, but it should suit our needs.

An Aide appears.

AIDE
We have a ship approaching of the X wing class.

VADER
Good. Monitor Skywalker's progress and allow him to land. We'll have
the chamber ready for him shortly.

LANDO
We only use this chamber for carbon freezing. If you put him in there,
it'll kill him.

VADER
I think not. But I don't wish my prize to be damaged. We'll test it
first.
(to a Stormtrooper)
Bring in Captain Solo.

With Boba
Fett in the lead, a squad of Stormtroopers bring in Han, Leia and
Chewie. Strapped to Chewie's back, with only his head, torso and one
arm assembled is Threepio. Threepio's head faces the opposite direction
from Chewie's and the droid is constantly twisting around in a vain
effort to see what's happening. His one attached arm is animate and
expressive, intermittently pointing, gesturing and covering his eyes.
The remaining pieces of his body are roughly bundled. to the Wookiee's
back. His legs and other arm stick out at odd angles from the pack.

Vader turns
to Boba Fett.

VADER
I'll make your goods easier for you to transport. Put Captain Solo
in the zero-cold chamber.

BOBA
But the chamber is for power goods. What if he doesn't survive? This
slime is worth a lot to me...

VADER
The Empire will pay for the loss. Bring him forward!

LEIA
No!

Chewie lets
out a wild HOWL and attacks the Stormtroopers surrounding Han. Within
seconds many Imperial reinforcements have joined the scuffle. The
giant Wookiee is clubbed with laser weapons. From the instant of Chewie's
first move, Threepio is screaming in panic while he tries to protect
himself with his one arm...

In a flash
the guards have slipped binders on Chewbacca, who is too distraught
to protest. Han gives his furry friend a final hug and turns to Princess
Leia. He takes her in his arms and she gives him a passionate kiss.

LEIA
... I love you. I couldn't tell you before, but it's true.

HAN
... just remember that, 'cause I'll be back...

He sheds his cocky smile and gives her a soft kiss on the forehead.
Tears roll down Leia's face as she watches the dashing pirate walk
to the hydraulic platform. Lando, too, watches with anguish.

Imperial guards
position Han on the platform and quickly bind his arms and legs. They
step back. Han looks one final time at his friends and suddenly the
platform drops. Han disappears into the steaming vat of sub-zero cold.
Chewie HOWLS. Leia turns away in agony. Lando winces in sorrow; it
makes a life-changing impression on him.

Instantly,
a ladle of fiery liquid moves over the vat, tilts and pours, creating
a shower of sparks and fluid as great as any steel furnace. Chewie
has half turned away from the sight, giving Threepio a view of the
procedure.

THREEPIO
They're encasing him in carbonite. It's high quality alloy. Much better
than my own. He should be quite well protected... if he survived the
freezing process.

Chewie is
in no mood for technical discussions; he gives the droid an angry
glance.

A huge mechanical
tong lifts the metal encased space pirate out of the vat and places
him before Vader, Boba Fett and Lando. Technicians inspect the metal
mummy with various electronic probes, drilling holes and attaching
hoses.

TECHNICIAN
He's alive and in perfect hibernation.

VADER
He's all yours, bounty hunter. Reset the chamber for Skywalker.

AIDE
He's just landed, My Lord.

VADER
See to it that he finds his way here.

LANDO
I'll take what's mine now.

VADER
Take them, but I'm keeping a detachment of troops here to watch over
them.

LANDO
That wasn't the bargain. You said the Empire wouldn't interfere in
-

VADER
I'm altering the bargain. Pray I don't alter it any further.

Lando's hand
instinctively goes to his throat as he turns back to Leia, Chewie
and Threepio.

380. INT CORRIDOR - CLOUD CITY

Luke and Artoo
move carefully down the deserted corridor. Luke stops as he hears
a group of people coming down a side hallway. Artoo lets out an excited
series of beeps and whistles. Luke glares at the tiny droid, who stops
in his tracks with a feeble squeak.

Boba Fett
enters from a side hallway followed by two guards carrying the encased
body of Han Solo and two Stormtroopers, who immediately start firing
on the young warrior. Luke draws his weapon and blasts the two stormtroopers
before they can get off a second shot. The two guards whisk Han into
another hallway as Boba lowers his arm and fires a deadly laser at
Luke, which explodes to one side.

381. INT SIDE HALLWAY - CLOUD CITY - DAY

By the time
Luke reaches the side hallway, Boba, Han and the guards are gone.
A thick metal door blocks the passage. Luke turns to see Leia, Chewie,
Threepio, and Lando being herded away by several other Stormtroopers
down a second hallway.

LUKE
Leia!

LEIA
Luke, no! It's a trap.

Before she
can finish, the group turns a corner and is gone. Luke races after
them, leaving little Artoo trailing behind.

382. INT CARBON-FREEZING
CHAMBER - CLOUD CITY - BESPIN

Luke runs
into the zero-cold chamber and stops for a second to get his bearings.
Leia and the others are nowhere in sight. Behind Luke, Artoo is whistling
down the corridor to the chamber when a giant metal door comes slamming
down with a loud CLANG (seemingly on top of the stubby droid), cutting
off Luke's exit. Several more doors CLANG shut, echoing through the
chamber.

383. INT HALLWAY LEADING TO CHAMBER - CLOUD CITY - BESPIN

Artoo is standing
with his nose up against the giant metal door. He whistles a long
sigh of relief and, a little dazed, wanders off in the other direction.

384. INT CARBON-FREEZING CHAMBER - CLOUD CITY - BESPIN

Luke searches
the complex chamber for any sign of an enemy. There is nothing. He
walks forward toward the hydraulic platform, then stops, holstering
his gun.

LUKE
I know you're with me, Lord Vader, I can feel your presence. Show
yourself, or do you fear me?

Vader steps
into view behind Luke. the young Jedi turns instantly to face his
opponent.

VADER
The Force is with you young Skywalker, but you are not a Jedi yet.

385. INT CORRIDOR - CLOUD CITY - BESPIN - DAY

Leia, Lando,
Chewie and Threepio march along between four Stormtroopers. They reach
an intersection where a dozen of Lando's guards are standing at attention.
Lando stops before the sergeant of the guard.

LANDO
Code force seven.

The guards
immediately aim their weapons at the startled Stormtroopers. The sergeant
takes the Stormtroopers weapons from them, handing one to Lando, the
others to Chewie and Leia. They release Chewie's binders.

LANDO Hold them in the north tower. Quietly! No one must know.

Lando's guards
march the Stormtroopers away.

LEIA
What's going on?

LANDO
I'm coming over to your side, that's what. And I have a feeling I'm
making a big mistake.

LEIA
And when do you betray us again?

Lando has
to take another look at this broad. She doesn't seem very appreciative.

LANDO
Look, I stand to lose everything by this.

LEIA
We have no use for your kind.

LANDO
This is no time to be choosy, honey. What do you say we debate this
later? There's still a chance I can get you out of here.

In the distance,
down a long hallway in the direction that Threepio is facing, a familiar
whistling can be heard. Artoo appears and zips up toward the group.
Chewie turns to see the stubby droid, causing Threepio to be spun
away from his little friend.

THREEPIO
Wait! Where'd he go? Turn around, you woolly... Ah, Artoo!

Artoo has managed to get under Threepio.

ARTOO
Beeps a wild series of exclamations about his friend's condition.

THREEPIO
Don't ask.

LEIA
Chewie's right. We must try to save Han.

LANDO
(thinking fast)
There's not much chance, but the bounty hunter's ship is on the East
Landing Platform.

Vader ignites
his powerful light saber. Luke takes a step back and one foot rests
on the cold chamber platform. He lights his laser sword and sets himself
to face the Dark Lord.

VADER
The fear does not reach you. You have learned more than I anticipated.

LUKE
You'll find I'm full of surprises.

VADER
And I too.

Vader brings
his mighty sword down on Luke, who deftly blocks the attack, but moves
another step back in the process. He is now standing squarely on the
hydraulic platform.

VADER
Your future lies with us, Skywalker. Now you will embrace the dark
side. Obi-wan knew this to be true.

LUKE
No!

VADER
There is much Obi-wan did not tell you. Come, The Emperor will complete
your training.

LUKE
I'll die first.

VADER
That won't be necessary.

With that,
there is a slight rumble and the hydraulic platform disappears into
the vat of freezing steam, which rises to obscure Vader's vision.
He looks down into the steam.

VADER
All too easy. Perhaps you are not as strong as The Emperor thought.

LUKE (OS)
Time will tell.

Vader looks
up in surprise to see that Luke has leapt fifteen feet straight up
and is now hanging from some of the hoses on the carbonite ladle.
Luke yanks one of the hoses loose and swings to safety on the far
side of the platform. Vader moves toward Luke with overwhelming menace,
his laser sword flaring.

VADER
Your agility is impressive. Let's see what other skills you've learned.

A section
of pipe tears loose from the wall and flies toward Luke. Luke cuts
it into five pieces, which bounce around the chamber.

A laser bolt explodes near the Princess and everyone turns to see
what Threepio has already spotted coming from the other direction:
a squad of Stormtroopers running toward them. Artoo peeks out from
the elevator.

LANDO
Come on, let's move!

Leia and Chewbacca
start firing at the troopers as Lando makes a break for the elevator.
Laser bolts continue to explode around the Princess and the Wookiee,
but they refuse to budge. Lando sticks his head out of the elevator
and motions for the pair to run. But they barely notice. They seem
possessed, transported, as all the frustration of captivity and anger
of loss pour out through their death-dealing weapons. Threepio, at
the center of all this, is frantic.

THREEPIO
Artoo, help me! How did I get into this?... What a fate worse than
death is to be strapped to the back of a Wookiee!

LANDO
Get in here! Now! Both of you, hurry up!

Reluctantly,
Leia and Chewbacca move through the rain of laserfire toward the elevator.
Once they're inside, the door slams shut and the Stormtroopers race
forward.

391. INT ELEVATOR - CLOUD CITY - BESPIN

Leia is out
of breath as the levels slowly pass outside the translucent windows.
Lando watches the display panel.

LANDO
You're nuts!

THREEPIO
With all respect, I'm tempted to agree...

LEIA
We should have stayed and finished them off.

CHEWIE
Barks his agreement.

LANDO
You two almost signed off out there.

THREEPIO
Three! I count three of us...

LEIA
I don't care. It would've been worth it... for Han.

CHEWIE
Barks his "right on!"

LANDO
Very noble. Not smart, but noble.

LEIA
You've probably never done an honorable thing in your life.

LANDO
Sure I did... once. It turned out lousy.

LEIA
What chance have we got in here? What are we going to do when they
cut...

Suddenly,
the elevator stops with a jolt and the main lights go out, leaving
only the running lights.

LEIA
... the power?

CHEWIE
Howls.

ARTOO
Whistles.

392. INT REACTOR
CONTROL STATION

Vader's powerful
thrust and parry continues as Luke is forced back into the cluttered
control area of the monstrous reactor that powers the city. Luke is
obviously outmatched by the powerful Dark Lord of the Sith; he must
struggle to avoid Vader's slashing sword. The laser weapon cuts through
pipes and wires, causing steam, fluid and sparks to fly everywhere.

Luke moves behind a tall storage case, which is neatly cut in two
by one of Vader's blows. Several electronic tools sitting on the control
panel fly at Luke. He manages to deflect the projectiles and, at the
same time, hold off his awesome opponent. But he is battered cut in
several places, tired and somewhat dazed. He stumbles and can't catch
his breath.

VADER
You are beaten. It is useless to resist.

Luke lunges
at Vader and attempts to put the Dark Lord on the defensive. He succeeds
in nicking the giant warrior on the shoulder. Vader reacts, but is
quite unhurt.

VADER
Don't let yourself be destroyed as Obi-wan did.

Luke is breathing
hard but the mention of Ben has a curious effect on him. He stands
motionless for a moment, thinking. He closes his eyes.

LUKE
(to himself)
Knowledge and defense.

A calm comes
over Luke, as Vader raises his sword and starts another attack. Using
The Force, Vader hurtles large objects at Luke, but the boy deflects
them with the good side of The Force.

Luke is backed
up against a large round window. It over-looks a narrow scaffold and,
beyond, an awesome abyss that drops away to the glowing reactor many
miles below.

VADER
You will join me, or you will join Obi-wan in death!

A large tool
case rises and speeds toward Luke. He deflects it slightly, and it
smashes through the window creating a massive rush of air. The gust
knocks Luke off balance and sends him flying out the window after
the tool case.

393. INT ELEVATOR SHAFT

Lando climbs
into the dimly lit elevator shaft from a door in the top of the elevator.
There is no cable, but a great deal of mechanical and electronic gadgetry.
Leia and Chewie can be seen inside the elevator looking at him. Lando
fiddles with several large braking devices and then starts banging
one with his weapon.

LEIA
You'd better know what you're doing, or this is going to get very
messy.

LANDO
(completely dumbfounded)
Don't worry about a thing. I'll get us going.

394. INT ELEVATOR

Artoo has
found a computer outlet in the side of the elevator control panel.
Beeping and whistling madly, he inserts his control arm in the socket.

THREEPIO
Artoo can release the brakes through the central controls.

Lando pops
his head in as a loud clanking echoes through the shaft.

LANDO
Then do it! They're breaking in!

ARTOO
Beeps a snappy okay.

With a jolt,
the brakes release and the elevator rockets into oblivion. Leia, Chewie
and Threepio are smashed to the ceiling.

395. INT ELEVATOR SHAFT

Elevator races
away from camera with Lando hanging on the back.

LANDO
Reverse! Stop it! Stop!

396. INT ELEVATOR

Artoo whistles
madly, but the elevator doesn't stop.

THREEPIO
Oh my, he's lost contact.

397. INT ELEVATOR
SHAFT

Lando manages
to hang on with one hand and fire his laser pistol at the huge brake
with the other. A direct hit and the brake snaps closed, stopping
the elevator instantly with a loud, horrible SCREECH.

398. INT GANTRY OUTSIDE CONTROL ROOM - REACTOR SHAFT

The shaft
is noisy with wind. Then, the wind stops and all that can be heard
is the echoing footsteps of the Dark Lord. A haggard Luke is dangling
over the abyss, struggling to climb back on to the gantry before Vader
arrives. He still holds his light saber as he hoists himself back
onto the metal walkway.

Vader brings
his sword down before Luke can stand, but the young Jedi manages to
block the blow. He scrambles backwards down the ramp, with Vader following,
slashing at the youth. In the distance, the muted roar of the wind
blast can be heard getting ever closer, until the two warriors are
engulfed in blast of wind that almost knocks them off the gantry.
Luke manages to stand in the wind and return Vader's powerful blows.
The two battle furiously along the gantry. Vader cuts away part of
the railing that Luke is holding. Luke notices with awe as the railing
is lifted by the wind. He lets go and the metal floats away.

The wind stops
and the fighting becomes even more intense. The deadly buzz of the
laser swords reverberates through the vast power shaft. An alarm sounds
and the public address system inside the control room crackles.

Luke slashes
at Vader again, renewing the fight. Luke's sword whistles past Vader
and the young warrior is thrown off balance, his guard down. Vader's
light saber flashes out with deadly skill and cuts Luke, almost forcing
him over the edge. He can barely stand. He wipes the tears from his
eyes, but still can barely focus on his massive opponent.

399. INT CORRIDOR
LEADING TO LANDING PLATFORM - BESPIN

The Millennium
Falcon can be seen for a moment before the main door leading to the
landing platform slams shut. Leia, Lando, Chewie and the droids round
a corner. They duck into the alcove at the main door just as Stormtroopers
arrive at both ends of the hall and start firing. The band of rebels
squeeze into the little alcove as a rain of laser bolts stream past
and explode around them. Chewie blasts away at the Stormtroopers.
Leia punches buttons on the door's control panel.

LEIA
We've got to find Luke.

LANDO
His fate is sealed. You'll be lucky to get out yourself. All systems
are on alert. everything's locked.

THREEPIO
Artoo! The control panel. You can override the alert system.

Threepio points
to a computer socket on the control panel. Little Artoo beeps and
scoots over to the panel and sticks his computer arm into the socket.

ARTOO
A short beep turns into a wild scream!

Artoo's circuits
light up, his head spins around wildly and he begins to smoke. Lando
pulls him away.

ARTOO
(cooling away)
Lets out a few wilted beeps.

THREEPIO
Well, next time you pay more attention. I'm not supposed to know power
sockets from computer feeds, I'm an interpreter...

LEIA
(firing at the Stormtroopers)
Anybody else got any ideas?

400. INT GANTRY
OUTSIDE CONTROL ROOM - REACTOR SHAFT - BESPIN

The guard
rail has been cut to ribbons. Luke has been driven to the edge of
the jutting platform; he is ready to collapse under Vader's powerful
blows. A continual rain of sparks showers down on the young warrior
from a severed power cable on the instrument stand. The noise of clashing
laser swords is now covered by the roar of wind working its way up
the shaft. Luke almost loses his balance and goes over the edge, but
the wind props him up enough for him to regain his balance. He attacks
Vader again, with a vengeance, using his last reserves of strength.
The wind fades away again.

VADER
The Force runs strong in the Skywalker line. You will achieve great
power... Come, join with me! Together we will be the most powerful...
even stronger than The Emperor.

(INSERT B
- DIALOGUE ADDED HERE)

LUKE
No!... Never...

Luke starts
backing away from Vader, his strength gone at last.

VADER
There is no escape. You must join me or die. Don't make me destroy
you here... The Emperor is strong with The Force. But if you join
me, together we could overthrow Him. Do not resist. It is our destiny!

LUKE
Never.

Luke lunges
for Vader with his laser sword, but misses. He stumbles to the other
side of the platform. In the distance, the wind can be heard working
its way up the long shaft. Luke is out of breath, exhausted, bleeding.
He hears the wind rising and gives Vader a long, hard look.

LUKE
Never!

Luke staggers
to the edge of the platform and jumps off into the endless abyss.
Vader rages in disbelief.

VADER
No!

The Dark Lord looks over the platform and sees Luke falling far below.
The wind begins to blow at Vader's cape and the torrent finally forces
him back, away from the edge. He looks out and sees Luke floating
upward past him with the force of the wind.

Spread-eagle,
skydiver-style, Luke attempts to maneuver himself closer to the side
of the shaft. He has hooked his laser sword to his belt. The wind
begins to fade and the wounded Jedi begins to fall fast, unable to
grab onto anything.

401. INT - SHAFT - SMALL EXHAUST PIPE

Suddenly,
Luke is sucked into a small exhaust pipe in the side of the shaft.
Vader sees this. He turns and hurries off the platform.

402. INT EXHAUST PIPE

TRUCKING FULL
SHOT as Luke tumbles through the exhaust pipe.

403. EXT BOTTOM OF CITY - EXHAUST PIPE - DUSK

Luke is spit
out of the exhaust pipe on the underside of the city. He manages to
grab a protruding weather vane at the exterior mouth of the pipe.

404. EXT BOTTOM OF CITY - EXHAUST PIPE - DUSK

FULL SHOT
- Luke hanging on weather vane on bottom of the city.

Dangling helplessly
above the awesome cloud sea hundreds of miles below, he struggles
in vain to pull himself to safety. Finally, he closes his eyes and
begins to concentrate.

LUKE
Leia, Leia... Leia, I need you.

Luke swings
in the gentle breeze of the cloud planet.

405. INT CORRIDOR
LEADING TO LANDING PLATFORM

Artoo has
dismantled the control panel next to the service door and is working
with the wires. His work has enabled Lando to hook into the public
address system. Now he yells into a microphone over the din of the
continuing battle with the Stormtroopers.

LANDO
This is Baron Calrissian. The Empire is taking control of the city.
Evacuate immediately. Leave before more Imperial troops arrive.

Artoo lays
down a cloud of fog, obscuring everything, as the group dashes outside.

406. EXT LANDING PLATFORM - CLOUD CITY - DUSK

The group
races for the Millennium Falcon as Stormtroopers reach the main door.
Lando and Leia hold off the troops as Chewie and the droids get on
board. Chewie starts up the ship. As the giant engines start to whine,
Lando and Leia jump on board.

407. EXT BOTTOM OF CITY - EXHAUST PIPE - DUSK

MED SHOT -
Luke hanging on weather vane on bottom of the city. He has attained
a better position on the weather vane and managed to hook one of his
legs around the fragile instrument.

LUKE
Leia... Leia...

There is an
ominous CRACKING sound from the base of the weather vane and a piece
breaks off, falling into the clouds far below. A rush of air is constantly
blowing from the pipe.

408. INT COCKPIT
- MILLENNIUM FALCON - CLOUD CITY - DUSK

Chewie pulls
back on the controls as Leia and Lando make their way into the cabin.
Lando sits in the co-pilot's seat. Leia sits next to one of the control
panels. Suddenly, Leia seems to hear something. She turns to Lando
with a quizzical look.

LEIA
What'd you say?

LANDO
I didn't say anything.

Leia shrugs
and turns back to Chewie.

409. EXT LANDING PLATFORM - CLOUD CITY - DUSK

The Millennium
Falcon lifts gracefully into the twilight sky as the squad of Stormtroopers
vainly fires away.
STORMTROOPER Save your fire, the patrol ships will get them.

410. EXT LANDING PLATFORM - CLOUD CITY - HIGH ANGLE - DUSK

FULL SHOT
- Looking down on the landing platform as Falcon roars up and away
past camera at dusk.

411. INT COCKPIT - MILLENNIUM FALCON - CLOUD CANYON

INT COCKPIT,
SIDE as Falcon moves through cloud canyon.

412. EXT BOTTOM OF CITY EXHAUST PIPE - DUSK

MED SHOT of
Luke dangling from weather vane.
The weather vane makes another terrifying CRACK and lurches a little
more to one side. Luke is so weary and in such pain, he almost doesn't
notice. He is concentrating on The Force.

LUKE
Leia, help. Please, Leia. Hear me.

413. INT COCKPIT - MILLENNIUM FALCON - CLOUDS - POV

OVER THE SHOULDER
POV of cloud through cockpit window in Millennium Falcon.

414. INT COCKPIT
- MILLENNIUM FALCON - CLOUD CITY - DUSK

Leia seems
to be lost in a fog, her expression troubled. Everyone else is busy
operating the ship.

LANDO
I knew that set-up was too good to last... I'm going to miss it.

LEIA
Luke!

LANDO
What?

LEIA
Luke needs help. We must go back.

CHEWIE
Barks his consternation.

LEIA
Chewie, head for the bottom of the city.

LANDO
Three patrol ships are heading our way.

CHEWIE
Barks an argument and shakes his head.

LEIA
No argument, just do it. That's a command!

LANDO
Wait a minute. We're not going back there.

CHEWIE
Turns on Lando, the newcomer, with an ominous growl.

LANDO
Okay, okay.

415. EXT MILLENNIUM FALCON - CLOUD CITY - BESPIN - DUSK

FULL SHOT
TRUCKING of the Falcon making a graceful banking turn over camera.
Clouds at dusk.

416. EXT MILLENNIUM
FALCON - UNDERSIDE CLOUD CITY - DUSK

FULL SHOT
as Falcon dives to the underside of the floating city.

417. INT MILLENNIUM FALCON - HOLD

Artoo is busy
trying to re-assemble his friend Threepio. He adjusts the connections
to the golden droid's second arm.

ARTOO
Beeps some news.

THREEPIO
Turning around? Oh, no! I knew we'd never escape...

418. EXT BOTTOM OF CITY - EXHAUST PIPE - DUSK

FULL SHOT
- Luke on weather vane. He is almost unconscious, but he hears the
familiar whine of the approaching Millennium Falcon. As his body shifts,
the weather vane breaks, sending Luke tumbling.

419. INT COCKPIT - CLOUD CITY UNDERSIDE - DUSK

Leia tries
to remain calm in the midst of everyone's amazement.

LANDO
Someone's falling.

LEIA
It's Luke. Get under him. Slow down. Easy Chewie. Line up your tracking
system. Lando, open the hatch.

420. INT COCKPIT - MILLENNIUM FALCON - POV

POV out Falcon
cockpit window as Luke falls into the clouds in the distance.

421. INT COCKPIT - MILLENNIUM FALCON - CLOUD CITY

Leia watches
anxiously.

LEIA
Slower, Chewie, slower.

422. INT COCKPIT
- MILLENNIUM FALCON - CLOUD CITY - POV

CLOSER POV
out cockpit window of Luke getting bigger as the Falcon closes on
him, until his falling body skims the cockpit window and lands with
a thud on the outside hull of the ship.

423. EXT MILLENNIUM FALCON HULL - CLOUD CITY - DUSK

The hatch
pops open with a hiss of pressure. Lando reaches out to help the battered
warrior inside the ship. Suddenly, there is a huge explosion near
the ship causing it to lurch wildly. Luke is almost thrown overboard,
but Lando grabs his hand in time.

424. INT COCKPIT - MILLENNIUM FALCON - CLOUD CITY - POV

OVER THE SHOULDER
POV - Clouds and flak bursts as the Falcon banks away from the city.
Dusk.

425. EXT UNDERSIDE OF CLOUD CITY - DUSK

Three Imperial
Patrol ships are firing on the Falcon as they speed into pursuit.

426. INT COCKPIT MILLENNIUM FALCON - CLOUD CITY - DUSK

Explosions
begin to erupt all around the cockpit, buffeting the ship wildly.
Chewie HOWLS as he frantically tries to control the ship.

LEIA
The hatch is closed. Full speed. Two more ships are closing.

Leia reaches
over and speaks into the com-link.

LEIA
Lando, is he alright?... Lando? Are you there? How's Luke?

LUKE (OS)
He'll survive.

Leia and Chewie
turn to see the bloody and battered Jedi, supported by Lando in the
cockpit entry. Lando has wrapped a blanket around him. Leia jumps
up and gives him a giant hug.

CHEWIE
Howls.

LANDO
(climbs into the co-pilot's seat)
We're not out of this yet.

A huge flak
burst rocks the ship.

427. EXT MILLENNIUM FALCON - SPACE - PLANET BESPIN

FULL SHOT
- The Falcon speeds away from the planet and over camera followed
by two Imperial ships.

428. EXT MILLENNIUM FALCON - SPACE

FULL SHOT
- The Falcon away from camera and into space, followed by two Imperial
ships.

429. INT COCKPIT - MILLENNIUM FALCON - SPACE

Lights flash
and muted alarm BUZZERS sound. Threepio leaves the cockpit. Luke is
strapped into the seat across from Leia.

LANDO
The deflector shields are gone.

LEIA
(to Chewie)
Are the coordinates set?

Chewie nods.
Leia looks at the control panel warily.

LEIA
This hyperdrive had better work.

LUKE
I've never seen it fail.

Leia and Chewie
exchange a look.

LANDO
I'm sure my men fixed it. We've got nothing to worry about.

LEIA
That sounds familiar.

Another explosion
rocks the ship.

LEIA
Okay, Chewie, it's now or never.

CHEWIE
Barks his agreement.

The Wookiee
shrugs and pulls back on the lightspeed throttle.

430. INT COCKPIT - MILLENNIUM FALCON - SPACE - POV

FULL SHOT,
OVER THE SHOULDER POV out cockpit window, stars that streak and go
into hyperspace.

431. EXT MILLENNIUM FALCON - SPACE

FULL SHOT,
SPACE - The Falcon speeds away from camera and disappears into nothingness.

432. EXT SPACE - REMAINS OF REBEL FLEET - STAR CRUISER

FULL SHOT
- Motley rebel fleet in space. The Millennium Falcon is attached to
a huge rebel cruiser by a docking tube. A large star is nearby.

433. INT BRIDGE AREA - STAR CRUISER

The bridge
area of the Star Cruiser is relatively quiet. Most of the crew is
busy working at their control panels.
Several Generals are gathered around Lando and Chewie and one by one
bow before them. Luke and Leia are standing nearby.

Leia bows
before Lando and Chewie, then gives the large Wookiee a big bear hug.
Luke shakes Lando's hand and pats him on the shoulder. He then moves
to Chewie and starts scratching his chest vigorously; which the Wookiee
loves. He BARKS his enjoyment.

Lando and
Chewie start to leave the bridge, stopping only when little Artoo
races up and tugs at the furry giant with one of his claw arms and
whistles. Chewie turns and is hugged by Threepio. The Wookiee is embarrassed,
but manages a friendly pat on the droid's back and another on little
Artoo's dome head. the robots wave as the two adventurers leave the
bridge.

434. INT STAR
CRUISER BY VIEW PORT

Luke and Leia
stand alone before a giant view port - stars and distant suns move
through window. Luke smiles and gives Leia a kiss on the forehead
as she puts her arm around him.

LUKE
I want to go with them, but I have a promise to keep. They'll find
Han. I know they will...

The tall,
golden robot, and the stubby Artoo-droid join the young Jedi and the
Princess. They gaze out the view port as the Millennium Falcon pulls
gracefully away.

435. INT BRIDGE - STAR CRUISER - VIEW PORT - POV - SPACE

POV of distant
sun. The Falcon does a spectacular flip and fly-by, and banks off
into the stars.